Mega Mare
by Drake Clawfang
Summary: Mega Man X-over/parody. In a futuristic Equestria where cybernetic implants are as common as jewelry, Celestia sends her student Twilight Sparkle to track down her five missing research aides. Their vanishing comes during an outbreak of strange pony behavior, and the cause of it all brings forward a blast from the past. Can Twilight Sparkle restore order and harmony to Equestria?
1. The Outbreak

**This is my first My Little Pony fanfiction. I'm doing it because, while the idea came to me as something silly and random, as I began developing the idea in my head I realized it not only could work, but it would be pretty fun and cool if I could pull it off. ****Being that this is based on Mega Man, it comes with the expected Robot Masters, power copying, and using those weapons on enemies, which is where I had the most fun conceiving this fic. And I hope you have as much fun reading it.**

Mega Mare

Chapter 1 – The Outbreak

"Twilight Sparkle, thank goodness you've come."

Celestia, Princess of the Equine Republic, stepped down from the control pedestal below a sea of monitors and servers lining the wall, and walked towards the pony that had just entered her lab.

Twilight Sparkle was a young unicorn, Celestia's personal student and adviser. She wore a shining steel saddle on her back, the latest in neural interface peripherals with on-board computer systems. Her left hoof was a stainless steel cybernetic prosthetic. The prosthetic had a technical name, something with four words that most ponies agreed each had too many letters; colloquially ponies referred to them as Multitools. A strip of magic-focusing metal circled around her horn alongside the spiral markings, two lights near the base blinking pink where the metal ran under her skin.

"Of course, Princess," Twilight said, kneeling before the leader of the republic. "I am, as always, happy to aid you however I can."

"I thank you, my student." Celestia looked up at the two guard ponies standing vigilant inside her door, golden armor with the glowing emblem of Celestia's cutie mark over their bodies. "Please, leave us." The guards bowed and left the room, the pristine white doors sliding shut behind the.

"Twilight, I must ask first that we keep this private," the Princess said. Twilight slowly nodded, confused. "We have a mystery on our hooves, and I think you're the pony to investigate it." Celestia turned back to the computer controls and raised a hoof to press a button. The feed for one of the smaller monitors blinked onto the large central monitor, showing a map of Equestria with a glowing red dot marking a site. Twilight came up behind her and looked up.

"Ponyville?" More data about the town began to stream over of the screen as Twilight read. "What's going on there?"

"I'm not fully sure, and that's the problem," Celestia replied. "According to witness reports, ponies are acting in a very peculiar fashion. So far it hasn't been anything too serious, minor acts of mischief mostly. The weather patrol team made it rain chocolate milk, and the veterinary clinic let loose their stock of cyber-rabbits in the streets."

"How long has this been going on?" Twilight asked, looking up Celestia. Celestia looked back at her, and Twilight fidgeted slightly at the expression on her face. She wasn't used to seeing her mentor worried like this.

"Since last night, and it seems it has gotten worse. This morning half of the police have not reported in for their duties today, and my attempts to contact the mayor of the town have not been returned." Celestia looked back to Twilight. "I don't know what's going on there, and I don't want to raise a panic without just cause, so we need to learn more and quickly."

"What do you need done?"

Celestia nodded back up at the monitors. "I'm sending you there. I want you to visit the town and find out what the cause of these oddities could be. My hope is that it is nothing serious, but I need to make sure. And there's another problem that concerns me as well. Five of my research aides live in Ponyville, doing field research. I've tried to contact them, but they haven't been responding to my transmissions either, and I fear for them particularly." Celestia looked back at Twilight. "This is an unknown matter, I'm not quite sure what could be causing this, and I need somepony with expertise in magic and technological matters to investigate. I need you, Twilight. Locate my aides and find out what is happening at Ponyville."

Twilight smiled proudly. "No problem, Celestia! I'm the mare for the job!"

"Excellent." Celestia returned Twilight's smile with one of her own. "Now, given that we do not know what you'll be dealing with, I want you to go in prepared. Transmissions from the town are often scrambled and fragmented, so communications will be difficult, if not impossible. Once you get there, unless you can find the source of the interference and take care of it, you'll be on your own. Since I can't help you directly, I've prepared an AI program for your on-board systems. He's programmed with all the knowledge I have of my assistants and the town, so he'll be able to help you with anything."

"Ooooo, I've always wanted an AI assist program!" Twilight turned her saddle towards the Princess. "Download away." Celestia's horn glowed yellow, a computer chip surrounded in a like-colored aura floated from the computer console and slotted itself into the saddle. Twilight felt the tingle in her head of her on-board systems being updated, and after a few seconds, the sensation faded.

"He's ready to go, execute the program," Celestia instructed.

"Right." Twilight searched her databanks for the new software. "It's… um… the Software, Programming, and Intelligence Kinetic Engineer?"

"SPIKE," Celestia replied. Twilight executed the file and waited, a low drum filling her head from her neural-cyber connection to the saddle. After a few seconds, the holographic interface on the saddle came to life and projected an image beside her. Slowly, the transparent, blue-green image of a baby dragon appeared on the lab floor.

"Program Spike, activated. Awaiting command," the dragon said. He stood straight up and stared ahead blankly.

"Oh, my apologies," Celestia said, levitating another chip off the console with her horn. "I forgot I programmed the personality files as an add-on." The chip in the saddle slid out and the new one slotted in. Twilight felt her databanks download the data, her saddle's components humming and whirring as they processed the new program. Suddenly the holographic dragon shuddered and blinked. He looked around as if suddenly aware of his surroundings, and upon turning back to her smiled and waved a claw.

"Wha… oh, hi Twilight!" The hologram said. Twilight giggled and lifted a hoof to wave back.

"He's been pre-programmed to recognize you as a long-time friend," Celestia explained. "I've been using a much more advanced version of Spike for these own computers, the version I've given you was derived from an earlier version I used for my personal usage. He's still an advanced program over anything in consumer markets, and reliable and dutiful."

"And he has databanks on everything I'll need to know about Ponyville?" Twilight asked, her eyes twinkling with anticipation. Celestia nodded, recognizing the signs of her student's excitement.

"Ponyville and the surrounding environs. I'd been planning on surprising you for your birthday, but given the circumstances I think it safer to give you him now. He has the same standard on-board systems as commercial programs, and will serve you well as an assistant." Celestia had barely finished before Twilight was giving Spike her first command.

"Spike, what's three-thousand, two hundred and ninety-four times four thousand, one hundred and eight?"

"Thirteen million, five-hundred and thirty-one thousand, seven hundred and fifty-two," Spike said instantly.

Twilight clapped her hooves together and grinned. "He's perfect! Can we put off the visit to Ponyville for just five minutes while I run down to my study and have him alphabetize the bookshelves?"

"I'm afraid not Twilight, we have little time to lose," Celestia replied, shaking her head. Twilight pouted slightly.

"Yeah. That sounds kinda boring anyway," Spike agreed. The two ponies looked at the map showing Ponyville. Now that her excitement over Spike had worn off, Twilight remembered Celestia's concerns and began to worry again.

"With our feeds disrupted, I cannot locate my five aides, but Spike has their bio-signatures in his databanks. "Once you get to the town, at that range, you should easily be able to pinpoint their coordinates and track them down. I'm sure they'll be able to explain the situation to you. Once we know what's going on, I can decide what further actions to take." Celestia floated a hooffull of small vials filled with a murky blue liquid off her console. "I've requisitioned these from the medical labs. If you get harmed, these healing salves will cure flesh wounds and minor injuries. I hope you'll not encounter anything more demanding than that."

"Thank you, me too," Twilight said. She took the vials in her own magic hold and floated them to her saddle. With a light hiss a metal plate slid down to reveal a small storage compartment. Twilight slipped the vials into it and the hatch clicked shut.

"If things should come to violence, or if you believe the situation is dire, we will return you to Canterlot if we are able. With the interference we don't have direct teleporter capabilities, so flee the town and try to get within our range," Celestia continued. "And above all else, I need my aides returned safely here. They're working on an important project and it is of utmost importance they return to me in this time of crisis so we can retrieve the data they've collected."

"Right. Anything else?"

"No. Sadly with our limited knowledge there is nothing more I can do to prepare you. If your search proves fruitless, return to me and we'll seek my aides another way. At the least, we will have information on what is happening to the town. Do you understand?"

"Perfectly. Ready Spike?" Twilight turned her attention to the hologram. With a blip, Spike vanished and reappeared on her saddle, the light blue image flickering.

"Hi-ho Twilight, away!" He cheered. Twilight gave him a glare. "What? Just trying it out."

"When we get back, maybe we can have a chat about those personality files."

The Princess lowered her head to embrace Twilight with one hoof. "Be careful, my student," she whispered. "Remember, if you encounter any danger, we will bring you home immediately." Twilight hugged her back.

"Don't worry, Princess. I'll be fine." The two parted, and Twilight turned to gallop out of the lab, the doors sliding open at her approach.

"Head down to the teleporters, they'll get you as close to the town as possible! Good luck!" Celestia called after her. The doors shut as Twilight's tail vanished down the hall, and Celestia looked back up at the monitor and inhaled deeply, her eyes clouded.

"I only hope now that you will not need it."


	2. Apple Jacked

Mega Mare

Chapter 2 – Apple Jacked 

The gleaming white sparkles of teleportation faded around her, leaving Twilight in a grassy field. She opened her eyes and sent a mental command along the band of metal over his horn. A light on it blinked and a holographic map of the town projected from it. Alongside the map a data feed about the town began to scroll.

Founded by earth ponies centuries ago, Ponyville hadn't embraced technology as heavily as the rest of Equestria. The townsfolk mostly used technology for the essentials to keep up with Equestria, such as the teleportation bureau and docking and recharge stations for airships. Otherwise they still built their homes out of wood and stone inspired by ancient earth pony architecture, and the streets had been left unpaved and open. Information stands for visitors stood on the street corners and the authority services like police and medical staff had hovercraft for emergency responses, but otherwise the town was like a quaint relic from centuries past.

Twilight trotted to the town, looking over the old-fashioned structures. The town was as peaceful and quiet as Spike's data feed said. Too peaceful and quiet, in fact. Aside from the very distant hum of information stands and miniature transport cards that lay against the sides of homes, there was dead silence. Even Twilight's hooves on the thick grass didn't do much to fill the void, the clops and less-occasional metal clanks echoing between buildings.

"Where is everypony?" Twilight headed to one of the nearest buildings, a round structure decorated with blue paint and pink awnings over the windows and door. She poked the door open with a hoof and saw a room full of clothing with a platform surrounded by mirrors against one wall, but nopony was inside. Swatches of fabric and sewing equipment were strewn across a desk, like the owner had been in the middle of something and then suddenly left.

"Spike, is this place supposed to be like this?" Twilight left the building and looked down the street. Judging from the closed doors and darkened windows, she doubted she'd be having much luck finding anypony in them either.

"No, Ponyville is usually pretty bustling for a town of its size. This is weird," Spike muttered, his hologram scratching his head.

"Ya think?" Twilight replied, looking in the window of another home. It was empty too, the inside dark and motionless. "I was at least expecting to find somepony around."

"Me too. Well, there _are_ some ponies around, but not nearly as many as I should see." Spike pulled her map up in front of her face again. "I'm reading the biosignature of one of Celestia's aides on the other side of town, and there's a few other ponies hanging around, but that's it. It's like they abandoned the town."

"Maybe they're hiding from the berserk ponies Celestia warned us about?"

"Nope, if they were anywhere here I should still be able to pick them up, and according to my readings the ones left are milling about in the streets."

"Right... we have to start the investigation somewhere. Where's the nearest pony you can sense?" Twilight watched as her map shifted and zoomed out, a blinking red dot appearing down a street.

"Down this street and to the left, there's two ponies over behind the library. There are several others but those two are closest."

Twilight followed the map's directions, her eyes still scanning the town for any signs of activity along the way. She found none. Shops and stalls in the streets were left unattended, unprotected wares sitting in the open. Every house was dark with their doors closed, and carts and buggy of goods had been forgotten by their owners. Twilight suppressed a shudder at the disconcerting thoughts the sights were bringing to mind, and focused on the building rising ahead.

Ponyville's library was a massive oak tree, windows and balconies built into its sides. It towered over the other structures in the town by two full stories, and over the tree's branches an anti-gravity platform with astronomy equipment hovered in place, a rope ladder descending to a balcony below. At the foot of the library two earth ponies stood, staring blankly into space. One had a metal plate running over her flank and down her hind legs, the other had a Multitool on one of her front hooves. At Twilight's approach they both turned to her.

"Hi girls." She waved at them. They didn't return the gesture. "You wouldn't happen to know where everypony is, would you?"

"They've all run off," the violet pony said. Her face was blank as she spoke, eyes not fully focused on Twilight as she looked at her.

"The Master called them, and they went," the blue one said, using the same tone.

"Um, the 'Master'?" Twilight asked. "Are you alright?"

_"I'm scanning their systems remotely,"_ Spike's voice sounded in her head. Twilight jerked slightly in surprise at the mental communication. The two ponies before her didn't notice.

"We're fine. We merely need to wait." The violet pony nodded as if it was an obvious fact.

"Yes. The Master has not called us yet, but she will call us soon," the blue one agreed.

"Oookaaaay… sure," Twilight said, forcing a smile.

_"I'm sensing a lot of programming anomalies,"_ Spike muttered. Twilight looked over her shoulder at the hologram. It was holding still, looking like a baby dragon riding a pony; the processes Spike was carrying out didn't show in its behavior.

"Are you two sure you're fine?" Twilight pressed, looking back at the earth ponies. "Celestia told me ponies in the town have been acting odd, and I just–" She stopped suddenly as the two ponies narrowed their eyes, their eyes glowing bright red for a moment.

"Celestia is the enemy of the Master," they said in unison, taking a step forward.

"Oh, is she?" Twilight backed up, looking between them. "Good to know."

The two earth ponies continued coming towards her, and suddenly Spike's voice was shouting in her head. _"Twilight, there's some sort of system corruption!"_ Before she could think of a response, the pony with the Multitool jumped at her. Twilight dodged to the side, and the other pony tackled her on her back. She reared up to stomp, and her steel hooves whirred, metal plates sliding apart and retracting. Two spiked wheels emerged on the side of each hoof, and Twilight rolled out of the way, the spiked wheels kicking up dirt and grass. Twilight got to her feet and looked between them. Both ponies were glaring at her now, their eyes pulsing in a steady rhythm of red light.

_"I can't interface with their minds without authorization, you'll need to fight back,"_ Spike said._"Have any combat spells?"_ Twilight made a face and thought.

"I can fire concussive magic blasts from my horn. Would that work?" Before Spike could respond, the Multitool pony was charging her again, her head down. Twilight rolled to the side and looked at the other pony, who had leapt into the air to deliver a diving kick spinning wheels on her hooves. She ducked and aimed her horn forward. An orb of violet light lit up on the end, and the concussion spell launched, a slim bolt of violet energy shooting forward. Twilight fired two more blasts, and the attacking pony was hit in the back, the bolts flashing on impact. The pony fell forward and was still, one hoof twitching.

_"That's the best you've got?"_ Spike exclaimed.

"Well I'm not used to fighting, I barely even glanced at that spell!" Twilight called back. The pony with the Multitool was coming at her again, standing on her hind hooves while her Multitool shifted apart and extended. This peripheral Twilight recognized from Canterlot's gardeners, a four-pronged claw meant for digging out circles of ground for planting flowers. The pony advanced on Twilight, swinging the claw through the air, and Twilight stumbled back and ducked to avoid the swipes. She fired two more concussive bolts, the pony took them in the chest and stumbled back, her claw going into a spasm. Twilight fired once more at the claw itself, and the force spun the pony around and sent her tumbling to the grass, unconscious.

Twilight looked back at the blue pony, but she wasn't moving again yet. "What... was that?"

"No clue." Spike's hologram shrugged. "I was picking up a lot of programming quirks, but nothing to suggest they might attack you."

"Are they okay?" Twilight cautiously approached the violet pony and nudged her hind hoof. No response, but the other pony's chest indicated she was alive and breathing. "I've never had to fight another pony before..."

"My scans show their vital signs and internals are fine. I think the fight just gave them a system shock and stunned them," Spike replied. "On the other hoof, bad news. The life signs of the other ponies in the town are moving."

"Moving?" Twilight asked.

"Yup, and now there's a nice bright red dotted line forming to point us at the apple orchards," Spike said. Twilight called up her map and saw Spike's scanners confirming his comparison. She groaned.

"They aren't going to be friendly, are they?"

"Well, impossible to tell without getting close enough to scan their systems for corruption, but I'd hedge my bets."

"So would I..." Twilight looked back at the two unconscious ponies. They had nothing more for weapons than farming implements, dangerous ones, they had certainly proven that. But Ponyville didn't seem the type of town to keep trained fighters and weapon peripherals around. "As long as this is the worst we come across, we can handle this. Come on, Spike. Let's find Celesta's aide and get out of here!"

Twilight called up her map and followed the path that pointed towards Celestia's aide. She didn't get far down the next street before two more earth ponies charged at her from an alleyway, their eyes showing the tell-tale red glow already. One of them raised a steel hoof, the metal folding back into the same four-pronged claw the violet earth pony had. The other was wearing a mechanical saddle, two claws emerging from the side on extending steel tubes. Twilight avoided the first pony's claw swipe and ducked the second to fire three energy bolts. Her eyes flashed with violet light as the bolts exploded just inches away and sent the pony stumbling backwards, collapsing. The pony with the saddle sent one of the claws towards Twilight. It buried itself in the ground beside her hoof, and when the other came at her Twilight jumped over it and attacked the saddle directly. The claws shuddered in the air and the earth pony fell on his side.

Twilight continued down the path, the map showing Celestia's aide was getting closer as she galloped. The next pony to obstruct her path was another unicorn, with a pale pink coat and a bright blue mane, a band of metal circling her horn. Her horn lit up blue and she fired two magic shots at Twilight. She ducked and weaved to avoid them and fired her own, but the enemy unicorn kept firing. The attacks crackled against each other in a flash of violet and blue light and fizzled out, electricity filling the air.

_"Attacking blindly isn't going to work."_

"I'm open to suggestions then!" Twilight snapped back, dodging two more bolts. They hit a fruit stand behind her and the wood splintered and collapsed, apples falling from their baskets and rumbling across the grass.

_"She can only fire so many blasts before she starts tiring! Wait for an opening." _Twilight dodged another bolt, and the unicorn stopped, panting slightly. Twilight took her opening and aimed carefully, three bolts of magic flying. The unicorn dodged two of them, but the third caught her in the neck and she fell over with a jerk, her eyes closing. Twilight ran up to her to check on her. As before, she was unconscious, but alive.

"Any more ponies in the way?" She asked, running down the street again.

"Aside from Celestia's aide, just one," Spike replied. Twilight saw the street up ahead end, and it looked like a large apple orchard stretched beyond the city limits. She was almost out of the town, when she saw movement from the corner of her eye and skidded to a halt. A large red earth pony stallion stepped out from an alleyway, standing in the street and glaring down at her with glowing red eyes. His coat was a deep red, and a metal horse collar ran around his neck.

_"That's a Farm Breaker collar. They're designed to disintegrate rocks and tree stumps in the way of crops."_ Spike said in her head.

Twilight gulped and slowly backed away. "Uh… don't suppose you're friendly?"

The stallion growled and pawed at the ground with a snort. "Nnnope."

"Great," Twilight groaned. The earth pony lowered his head, and the two metal orbs poking up from the horse collar on his neck lit up red. Twilight's eyed widened and she dove away as two blasts of red energy shot towards her, zigzagging through the air and exploding on the ground. The stallion turned towards her and the orbs lit up again. This time Twilight was on her hooves and running, the ground behind her erupting in a shower of dirt as the blasts missed. The heat singed her tail, the fine furs of her coat standing up from the electricity in the air.

Twilight turned her head as she ran and fired off a few shots of her own. They hit the stallion's collar, and he flinched slightly and stumbled back a step, but it didn't look like he was falling down like the rest.

"Must be a lot tougher than the normal ponies," she said. Dirt and grass flew up behind her from another pair of energy bolts trying to pin her down. "I can't keep running forever. Any suggestions, Spike?"

_"Those shots didn't do much but faze him, so I think the collar isn't his main implant. And he keeps missing you, so he seems kinda slow on the turning,"_ the AI observed._ "See if you can get behind him!"_ Twilight thought, and as the next energy bolt fired, she turned to run straight towards the stallion. He looked surprised, but the orbs on the horse collar were charging up again. At the last moment, she leapt, and the blasts fired.

The ground beneath Twilight's feet exploded, the shockwave aiding in her leap over the earth pony, who looked up at her as she cleared over his hear. She looked down and her eyes widened in triumph. On his back, behind the horse collar, a large metal plate with rows of blinking lights and interface connections.

"Gotcha!" Twilight landed on her feet and lowered her head. Several blasts fired from her horn, impacting the stallion's implant. The pony let out a loud whinny and reared up, then fell forward on his stomach and was still. Twilight took the moment to catch her breath.

"And they... give that stuff to farmers?" She said, staring at the stallion's collar.

"Maybe he overloaded the power breaker. Usually the energy output is much lower, but you can hack them," Spike explained.

"I'm going to have to have a talk with the Minister of Agriculture when this is over." Twilight grumbled under her breath and made sure the stallion was breathing before looking at the apple orchard. Slowly walking towards it, the orchard was more lively than the town at least, birds could be heard and seen flitting among the apple trees. The sign over the entrance to the apple orchard proudly read "Sweet Apple Acres". As Twilight passed it and entered the apple fields, she looked around for any sign of ponies, berserk or otherwise. She saw none. She approached the house and looked inside, but it was as abandoned as the rest of the homes in Ponyville.

"She's in the barn," Spike said. Twilight nodded and headed behind the house. A large motorized plow sat outside the closed barn doors, and opposite it lay a large hovercraft, currently deactivated and laying on the bare soil. Four claws ran from the craft, which had a large steel bin on top. Twilight walked between the two machines and used her magic to seize one of the barn doors, sliding it back.

"Hello-o-o," she called, the sound echoing between the walls. "Anypony home?"

"Hey there!" Twilight looked up.

An orange earth pony with a pale yellow mane trotted down the steps leading up to the hayloft. Her hind hooves were stainless steel from hoof to flank, the hooves showing signs of industrial reinforcement, bands of darker metal running along their length. She wore a large metal cowpony hat.

"Hi. Are you…" Twilight mentally read the data Spike was feeding her. "Applejack?"

The earth pony nodded as she reached the ground. "Ah sure as sugar am. An' who might you be?"

"I'm Twilight Sparkle, and I'm here to look for you."

_"I'm not reading any signs of system corruption,"_ Spike said. Twilight came into the barn, she relaxed slightly at Spike's reassurance but still watched Applejack closely. Applejack looked at Twilight suspiciously and turned her head away slightly.

"Now why would y'all be here lookin' fer me?"

"Well, I heard you were in trouble, and came to track you down and protect you. The ponies in town are acting weird," Twilight replied.

Applejack smiled. "Ah appreciate the concern, hun, but ah'm fine. All them other ponies took off bah now, it's just been me an' mah brother holdin' the fort. He's a big red feller, 'round here somewhere doin' his rounds. Maybe ya seen him comin' in?"

"Eh-heh... yeah, I think I saw him." Twilight laughed awkwardly.

"He's been pretty good about holdin' off them crazies, he's one of the toughest ponies in town," Applejack said proudly.

_"Should we mention her tough brother got taken down by one unicorn?"_ Spike snickered.

"Let's not," Twilight snapped, glaring at the hologram. Applejack looked confused at the response to the program's thought, and Twilight forced a smile. "Nevermind. So, you're safe, that's good. Any advice you have on what's been going on around here would be appreciated too. We're trying to figure out what's happening."

"Well, lemme think." Applejack raised a hoof to her chin and tilted an eyebrow. "Mah memory's a bit fuzzy... ah think it began last night. Ah had some visitors on the farm, and..." The farmer stopped talking and winced, putting a hoof to the side of her head. She blinked rapidly and took a moment to focus before continuing. "Sorry. Not much else is comin' to me. Think maybe ah bucked one o' them trees too hard or sumthin', mah head's spinnin'."

"That's fine, thank you for trying. What's most important is that we've found you and you're safe." Twilight turned to look at the holographic dragon on her back. "Spike, see if you can get through to Princess Celestia. Let her know we're still investigating here, but we've found Applejack and she's fine."

_"No she's not!"_ Twilight looked forward to see Applejack's face go blank, and her eyes glow red.

"Sorry, hun," the earth pony said. The tone reminded Twilight of the two mares she had seen in town earlier. "But now ah've gotta destroy ya." Before Twilight could react, Applejack turned on her front hooves and bucked hard. Twilight went flying backwards, the force of Applejack's metal hooves sending her through the air to hit hard on the barn door. The wood cracked apart and Twilight fell forward on her stomach. The sound of ringing metal filled her ears, her vision swimming. She blinked rapidly and focused her eyes in time to see Applejack running towards her.

_"It's the same corruption I read before, run!" _Spike said. Twilight scrambled to her hooves and ran

Applejack stopped, and Twilight heard the ground of whirring gears and grinding metal. The farmer's hat shot straight out of her head, a think metal chain connecting it to an implant in her head. The hat hit the barn door where Twilight had hit before, sending the wood flying out over the farm grounds. Applejack jerked her head back, the chain retracted and the hat coiled through the air back to her head. The attack avoided, Twilight aimed for Applejack's flank and fired off two magic shots before Applejack turned back towards her. They made direct contract and the metal flashed violet as they fizzled out against it, but Applejack didn't wasn't fazed at all and she charged again.

Twilight ran up a nearby ladder into the rafters as Applejack stopped and fired her hat again. The steel tore apart the bottom of the ladder, the wood cracking apart and collapsing to the ground. Twilight jumped back to the ground from the falling ladder, a cloud of dirt and dust kicking up as she rolled to her feet, and fired off a few more shots. Applejack was facing her again, but she didn't run. Instead, she lifted her hind hooves, standing on her front two only. Twilight both heard and saw metal components in Applejack's hooves shift, the bottom widening into a cylindrical cone. The cone coiled up to a third its length, and Applejack stomped the ground, her hooves shooting out to their full length on impact.

Twilight's world shook as a shockwave rumbled through the ground. She felt queasy and tasted metal. It felt even worse than the buck Applejack had delivered it just minutes ago. Applejack was coming towards her again now. Twilight tried to move but only her three biological hooves obeyed her, the fourth stayed rooted. She looked up and braced herself as Applejack stopped and the cowpony hat shooting into her side. Twilight spun through the air, a bale of hay graciously catching her instead of the dirt ground. She clutched her stomach with her biological hoof and stumbled against the broken bales to climb out of the pile. She felt like she had just been bowled down a hill, and Applejack wasn't letting up.

_"Whatever she did when she stomped, it temporarily disrupted the circuits in your hoof, she cut you off from it. Try to avoid it."_ Spike advised.

"How about I avoid _all_ of whatever she can do to hurt me," Twilight groaned, stumbling to stay standing upright.

_"You mean that wasn't the plan anyway up until now?"_

Twilight bit back a retort; she was regaining her senses and had worse things to worry about than a snarky AI. Applejack was charging across the barn, her head held down. On solid ground, Twilight pushed away the dizziness and sore ribs and ran forward. Applejack's hat flew past her, the chain's clinking filling Twilight's ears as she narrowly dodged it. Instead the earth pony took out a support beam for the rafters, and another three energy shots connected with the metal plate on her flank.

"Why aren't my attacks doing anything?" Twilight rolled away as Applejack charged her and climbed to her feet to see the other mare turning back to face her.

_"They are, my scanners are showing that the virus corrupting her is a lot stronger though. I'm guessing it'll take a lot more force to knock her out."_ Applejack stood forward on her front hooves, her rear ones shifting and re-configuring. Twilight gasped and ran away, taking a leap into the air. The steel hooves slammed into the ground, sending out another shockwave. Twilight landed and waited for the paralysis in her hoof. To her relief, it didn't come.

"She can't stun me if I'm in the air!" She smiled in triumph at the realization. Applejack must have figured that out too now, because she looked angry as she came at Twilight again, lowering her head. Twilight was already moving to the side as the cowpony hat launched at her, knocking over a pile of hay bales and sending a flurry of broken hay into the air from them. Twilight circled her, firing energy blasts rapidly. Applejack didn't retract her hat this time, instead she flung her head about, sending the hat and chain whirling through the air with a chorus of metallic clanks. Twilight jumped over the chain as it came around, and Applejack snapped her head down to bring the hat and chain down hard. Twilight avoided them and kept firing. Applejack retracted her hat, a few shots being deflecting as it spun through the air towards her before resting on her head again.

"Y'all are makin' me angry, hun!" Applejack lifted her hind hooves, and Twilight saw the motion as they shifted form. She jumped into the air again to avoid the expected shockwave. Applejack looked up at her as she planted her hooves on the ground again and fired her hat up. Twilight fell too quickly for it to hit her, the hat cracking apart a wooden rafter overhead, and the rafter collapsed, sending hay barrels, parts of an old cart, and wood pieces falling to the ground. Twilight landed, ran to dodge the debris, and fired at Applejack's flank as fast as she could before the hat retracted and Applejack turned. Twilight steadied her hoofs on the ground and waited, staring down the galloping pony coming closer. She heard and saw the telltale signs of a chain, and swiftly rolled, her horn glowing bright violet.

Applejack ran past Twilight, her hat shooting out and narrowly missing her to hit the wall of the barn. Going too fast to stop quickly enough, Applejack slowed, her hooves skidding on the ground, kicking up bits of stone and hay in a cloud of dust. Behind her, Twilight rolled back on her feet and opened fire. The air flashed with the light of a flurry of energy bolts raining out from her horn, bombarding Applejack's flank. With a frenzied cry, Applejack stumbled forward, and Twilight stopped, watching. She wavered from side to side as her hat slowly retracted back to her head, falling back into place than being pulled. With a long, low groan, Applejack finally fell on her side, her eyes drifting shut.

"Did we do it?" Twilight asked, watching her closely.

"Scanning… she's out, we got her." Twilight let out a long groan of relief and pain at the report and collapsed on her stomach. Dust, dirt, and bits of hay covered her mane and coat, and her ribs were sore from where Applejack's attacks had landed. Looking down Twilight saw a bruise starting to form beneath the lavender fur.

"I'm going to feel that buck for a week."

"You take it easy, I'll scan her systems and see what I can find out," Spike said. Twilight nodded, putting her head down. She wondered if those healing salves Celestia had given her would work to relief a headache. As she felt her cybernetics work with Spike's scans, Twilight eventually climbed to her feet and walked over to inspect Applejack's motionless form. Her hat lay on the ground, the chain had gone slack when she collapsed and the hat fell off her head without the tension. Twilight cautiously poked one of the steel hind hooves with her own, remembering the stunning shockwave she had unleashed.

"Alright, she's definitely got some sort of system corruption, maybe a virus infection. I didn't detect it before, it must have been benign. I guess something set it off big time," Spike said. "I can't figure out what the cause is though."

"Well we better try to figure it out. Whatever set them off, this wasn't just random mischief. These ponies are turning violent." Did Celestia realize how dangerous this mission was, that the ponies were attacking her like this? Maybe she should have asked for back-up, or some sort of weapon. Her magic blasts were reliable, but they were not her first choice for offense when it came to fighting hostile ponies. Unicorn magic could work just as good as an energy blaster in the hands of a trained military unicorn, but she was not. Barring that, some body armor might be nice.

"Think we can find some sort of protection around here?" Twilight asked Spike. "Something to wear that will hopefully cushion against supercharged steel bucking hooves?"

"Not likely, you'd have to ask Celestia for that type of gear," Spike replied. "But, I might have something for you still. I was able to find some executable files in Applejack's databanks, may come in handy if we're going to fight. Your hoof is a Multitool, right?"

"Yeah, why?"

"Hang on, lemme copy the program from her and make some configurations." Twilight felt her cybernetic parts come to life and looked down at her hoof. Beneath the steel exterior, microscopic nanomachines were coming to life, forming some sort of construct. That was the glory of a Multitool, almost anything the owner needed could be formed from the interior components re-configuring themselves. She didn't know what Spike was doing to her, but she was silent while he worked. The exterior of her hoof twisted apart at the bottom, and four prongs emerged, curving into a four-pointed claw. Her entire hoof extended slightly, forming a series of metal rings with gaps between them.

"Alright, the files are copied and the hoof reworked," Spike said. "Lift your hoof and point at something, then activate the hoof add-on." Twilight turned to face the barn doors, lifted her hoof, and activated the new program Spike had created in her databanks. The bottom half of the hoof shot forward on a long, narrow chain, the metal rings extending out with it. The claw embedded in the barn door, and she pulled back, a plank of wood coming off and skidding across the floor to lay at her feet. Twilight looked down at her hoof and grinned.

"It's like what she did with her hat!"

"Yup, was pretty easy to modify the schematics to give you something a bit more useful on the end than a hat," Spike explained. "I've saved the program and archived the schematic, so in the future we can rework your hoof into a grappling chain in just a second or two."

"What's the program called?" Twilight asked.

"It didn't have a name in her systems, so for us, I call it… Apple Grapple!" Spike said. Twilight made a face and turned to look at the hologram. "What?"

"You just wanted to make that pun, didn't you?"

"It's a good one!" Spike protested. "Uh, how about Apple Whip?" Before the unicorn could respond, her systems beeped. "We're receiving a transmission. It's from Celestia!" Spike said. Twilight looked forward as her horn projected a blue hologram of her Celestia's head in front of her.

"Twilight Sparkle, the interference in your location has cleared up. What's the situation?"

"We got to Ponyville. Almost all the ponies here are gone, and the ones left aren't just mischievous, they're violent. We had to fight our way through the city to find your aide, Applejack," Twilight explained.

Celestia gasped and leaned forward slightly. "Oh dear, this is worse than I expected. Are you alright?" Twilight guessed her filthy and wounded state wasn't showing well through the transmission.

"I got more than a little beat up, but I think I'm okay. Applejack was corrupted too, and she puts up a good fight. But she's safe now, we incapacitated her."

"Princess, there's some sort of program corruption infecting the ponies here. I think that's the cause of their odd behavior," Spike cut in.

"I see. With the interference cleared up we have teleporter capabilities in the town again. I'll have the teleporters take care of Applejack." As Celestia finished, Twilight saw Applejack's body light up and vanish in a shower of sparkles. "With her safe here we can run diagnostics. Hopefully we can get her back to normal and find out what's causing this."

"Right. And we need to find your other four aides, they weren't here, but I'm guessing they haven't gotten very far," Twilight said.

"You're sure you'll be safe on your own?" Celestia asked. Twilight thought. Part of her wanted to say 'no, I'm not, please send help, preferably in the form of your strongest guard ponies, at least three'. But she remembered Celestia's trust in her. Her mentor sent her, above anyone else she could have chosen, to solve this mystery. She had called on Twilight, and Twilight had assured her she could do it. The mare looked over at Applejack, remembering how many ponies in town beside her had the same glowing red eyes, and the system corruption Spike had detected. Finding her courage again, Twilight turned back to Celestia and nodded.

"I'm fine. I was able to incapacitate the crazed ponies without hurting them too badly, and I'm feeling alright. I can handle this, for now, anyway."

"If you're certain, then I shall trust you, but do not hesitate to contact me again if the situation worsens. Take care, my student." The Celestia hologram faded, and Twilight looked back at Spike.

"So, where to now?" she asked.

"I think the system corruption in Applejack was what was disrupting the transmissions around here, once we beat her Celestia's transmission got through fine," Spike said. "And with the interference cleared up, I'm detecting another one of Celestia's aides. She's in the forest north of Ponyville."

"Well then, let's get going!"

* * *

Three sets of eyes watched the holographic display of Twilight Sparkle and Spike trotting down the streets of Ponyville.

"It is as the Master expected. Celestia has dispatched someone to investigate," one of the three ponies said.

"Yeah, and she freed one of the aides," another replied.

"It is of no concern. They serve only as a diversion. The Unification can proceed without them," the first said.

"Yes, it can," the third spoke up, turning from the display. "But, we must remember, the Master told us to keep Celestia's aides out of her grasp. They have the fragments of the Program. We cannot allow Celestia to obtain it."

"You don't seriously think one unicorn can defeat our forces alone, and rescue the other four?" the first pony snorted.

"She's already got one," the second said. "I'm not gonna take the blame from the Master if she gets to more of them. Why not take care of her now?"

"We have matters here to concern ourselves with. It is only one unicorn, we need not fear her," the first insisted.

"No, we do not, but the Master has entrusted us to ensure nopony interferes, and that is what has occurred, and so we must take action." The third pony looked back at the display of Twilight, and a blue aura appeared over her horn, the controls below the display lighting up the same color as she manipulated them. "I'm already sending the signal to our allies at the mountain. They will be ready for her. The Unification shall not be impeded by one unicorn."

"And the Program?" the first pony asked. The third pony smiled as she finished her work.

"If we must, then we will take care of the situation personally."

**LEVEL COMPLETE**

**WEAPON ACQUIRED – APPLE WHIP**


	3. Tickled Pink

Mega Mare

Chapter 3 – Tickled Pink

To Twilight's relief, the forest Spike had directed her too was not the legendary and terrifying Everfree Forest, but instead a normal forest on the outskirts of Ponyville. Twilight called up her map, conveniently marking out the path through the trees already. The words "White Tail Woods" blinked at the bottom. She looked back up. The trees grew together thick, sunlight blinking down between the branches to illuminate the stone path between the trees.

According to the data Spike was feeding her, When Equestria's technological advancement was accelerating, the governments made the White Tail Woods a preservation site. Some of the trees in the woods were centuries old, and they towered hundreds of feet into the air, their branches thicker than a pony's body at some points. There had been talk at one point of carving out the trees and making a town out of them by making homes in their trunks, but the governments shot that idea down; as a preservation site, the White Tail Woods would not be developed, it was a home for nature as nature intended.

"You're sure the next aide is the forest?" Twilight dismissed the map and data feeds. "Is she far in?"

"A ways, yeah. But we'll be fine, these woods aren't that dangerous, anything we meet will likely be friendly," Spike said.

_"Yeah, assuming that we don't encounter any hostile ponies."_ Twilight kept this thought to herself and headed into the shadows of the woods.

_"You know I can hear your thoughts, right? I'm wired direct into your neural-cyber interface, how do you think I can do this?" _Spike thought back. Twilight made a face.

_"Well I've never had an AI assistant before, how was I supposed to know?"_

_"Maybe trying reading my manual?"_

Twilight did a double take and looked back at the hologram, surprised. _"You have a manual?"_In response her display flipped up again and a stream of text began to scroll up the screen too fast to read. She rolled her eyes and dismissed it. _"Later. For now, you have any other potentially life-saving functions I should know about?"_

_"Anywhere from thirteen to three hundred and eighty-one, depending on what you would define as "potentially life-saving","_ Twilight out a groan of annoyance and dropped the subject, heading into the woods.

The White Tail Woods, fortunately, was not eerily quiet like Ponyville had been. Twilight could hear animals scampering out behind the trees and could hear birds tweeting in the mid-morning sun. The smells of wood and grass and morning dew filled the air. It was like whatever malice had gotten to Ponyville either moved on from here or hadn't arrived yet. The path underhoof had grown over with grass and dirt in some places, but was visible enough overall to follow. In some areas low-hanging branches hung down to the path, and Twilight had to move around them to get by.

"On the bright side, seems nopony's around," Twilight said, calling up her map. "At least, nopony who wants to fight us."

"Yeah, I'm not reading any notable life forms around, just natural wildlife. It looks like there's something a bit further ahead, but nothing to worry about yet," Spike said from her back. Twilight nodded and picked up the pace. If there was no opposition, hopefully she could track down this aide faster without having to worry about being ambushed by crazed ponies.

However, she only got a few more steps, when two trees beside her crumbled on the path. Twilight looked at the stumps to see a pair of glowing red eyes glaring at her from behind a long metal snout. A large grey, silver and brown creature was coming from the trees, showing rows of sharp metal teeth. It was quadrupedal, with gleaming claws and an elongated head with glowing yellow eyes. Rust had eaten away parts of the robot's body, and she could see hydraulics and gears on its joints, spinning and extending and collapsing with the robot's steps. It growled, a hollow, synthesized sound, and Twilight slowly backed away, not taking her eyes off of it.

"I thought you said there aren't any life forms nearby!"

_"That's not a life form, Twilight, that's 100% mechanical. It's a Silver Wolf!"_ Spike said. As if on cue, the Silver Wolf leapt, the distorted metallic growl growing into a roar. Twilight jumped away and turned back to it to fire three magic blasts at the wolf's front paws. The bolts hit their mark but didn't the affect the robot much, and it turned back to her and dove again, Twilight rolled aside to avoid it.

"Could use a bit more than that!"

_"They're robots."_

"No kidding!"

Spike ignored her and continued. _"The Equestrian Preservation Society had therm built to chew up the dead foliage in the woods and turn it into compost to help with the growth of the trees. Then they had them decommissioned when the forest was growing too large."_ Twilight got to her feet from another roll and looked back at the Silver Wolf as it landed from its jump.

"Well then, looks like we need to_ re_-decommission them!". Twilight lowered her horn and shot a barrage of magic. The Silver Wolf took the blasts in its shoulder joint on the right front paw and paused, shaking its head. A rusted section of its body caved in from the attack, visible circuitry and mechanics showing in the home, and Twilight fired her blasts directly at them. The circuits popped and fizzled, a small explosion bursting out of the rusted hole. The Silver Wolf let out a low groan, the lights on its body flickering, and it collapsed on its side with a loud clang, the metal ringing against the stone set in the forest floor.

Twilight slowly approached. Black smoke poured from the hole where she had shot to bring it down, sparks flying from the damaged wires and machinery inside. She raised a hoof to wave the smoke away, jumping back at a particularly large burst of sparks. She had gotten a good enough look at the internals to know the robot would not be coming after her anytime soon.

"Good thing they haven't been properly maintained, I guess." She lowered her head to peer at the robot's dimmed yellow eyes. "Wonder what reactivated them."

"Not sure, I'm scanning it but not picking up much. They might have just been turned back on and their behavior set to aggressive," Spike said. "I'll copy their signature into your map, if there's more in the forest we can track them. Just gimme a sec." Twilight called up her map and waited as her internals spun to life. Several red dots blinked into existence on the display. Only one of them was an immediate danger, and there were still more than Twilight would have liked to see.

"Well, at least we'll have some warning next time." Twilight closed the map and continued down the path, hoping any more new and unexpected surprises would be few in number. She soon came upon a second Silver Wolf, this one with its back to her munching on a fallen tree in the path. Twilight aimed for a rusted spot on its body and fired her magic bolts. The rust collapsed and caved in, and the Silver Wolf turned its head, wood snapping and crunching in its metal jaws. Twilight fired again before it could come at her, and it stumbled and fell over the tree it had been eating, its body grinding to a halt. Twilight climbed over the tree through the hole in the bark the robot had bitten in it and continued on.

There were no more Silver Wolves in her immediate location, but Twilight didn't get much farther before she had to come to a stop for another reason. Before her the path had suddenly fallen away into a deep and wide pit. She leaned her head over the edge and looked down. Several trees littered the bottom, trunks cracked apart and the shards stabbing up into the air dangerously.

Twilight gulped and took a slow step back from the edge. "I'm not exactly looking forward to trying to make the jump."

"Yeah, I'm not sure you could anyway. What about that whip we got from Applejack?" Spike suggested. Twilight looked down at her cybernetic hoof and sent the mental command. Her hoof shifted and came alive, the bottom popping out the four-pronged claw while the rest of the length extended into the circular rings. Twilight looked back up at the trees on the edges of the pit. She found a particularly thick, low-hanging branch on the other side, and took a breath.

"Got any functions to help with this?"

"Uh... geometry?" Twilight's interface appeared and traced out glowing blue lines with lengths and angles across the landscape. The math of how far the other side of the pit was didn't help, and Spike read her thoughts and pulled down the display before she could ask herself.

"Alright then... here goes." Twilight drew her hoof back and carefully judged the shot. "If I don't make it, tell Celestia it's your fault."

"Wait huh?"

Twilight snapped her hoof forward, firing the Apple Whip up at the branch. The bottom of her hoof fired, chain extending out in a coil from the inside of her hoof. The claw caught grip on the wood and bit in, the wood snapping under the force. The chain slowly retracted until it went taut, and she closed her eyes.

Twilight ran forward and jumped, bringing her hind hooves up to her body. The branch and the claw held firmly as Twilight sailed over the pit. Her tail brushed against the ground, and she opened her eyes to find herself hanging over the other side. With a mental command, the claw loosened and the chain whip retracted into her hoof, leaving her to fall to the ground on her back. Twilight rolled over and looked back at the path on the other side of the pit. She let out a breath she had't known she'd been holding.

"I did it..." she smiled.

"Why would it have been my fault?" Spike demanded.

"It was a joke. Ease the tension," Twilight replied. She couldn't hear Spike's exact words, but the mental equivalent of hushed grumbling filled her head. "Calm down, it's over now. Let's hope we don't have to do that again," she said, turning to continue down the path. They only got a few more feet before another pit of dangerously damaged tree parts loomed ahead of them.

"You really need to stop jinxing us like that," Spike said.

"Yeah..." Twilight looked up and found another solid branch. The Apple Whip's chain whizzed through the air, making a loud thunk as the claw hit the wood. Twilight didn't waste time trying to psyche herself up this time, she ran forward and jumped, swinging over the gap and landing on the other side. The Apple Whip had begun to retract when Twilight saw the Silver Woof looking at her from down the path. It ran at her, jaws gnashing with a metallic screech. Twilight looked up and fired the Apple Whip over her head, pulling herself up to another branch. The Silver Wolf was going too fast to stop and skidded into the pit behind her. From her higher vantage Twilight saw its hind paws snap apart at rust-weakened spots, and the main body shuddered and dimmed, a large spike of wood emerging through it. She dropped down and looked around for anything else coming at her. Fortunately the forest was peaceful again, and she continued on.

To Twilight's great relief, the path ahead didn't include any more pits demanding a swing over perilous spiked wood debris. To her surprise, it didn't even include more Silver Wolves. She brought her map up to make sure, but the red dots of the wolves were moving through the trees about whatever business they had, unaware of her presence on the forest path. The sounds of wildlife had grown quiet now, and Twilight wondered if it was due to the sounds of the fights she'd been in, or something else. The trees were even thicker here, and when Twilight looked up they towered over her like Canterlot's spires and towers.

Lowering her head, Twilight slowed her pace. Further down the path, several trees had fallen on the path. They were smaller ones, though one on its side still rose over Twilight's head. She put a hoof on them. Judging from the teeth marks along their length, Silver Wolves had gnawed them apart. She looked down the length of the trees, but they were too long to see the ends and the trees too thick to see through.

"Now what?" she asked Spike. The AI brought up her map.

"According to these scans, Celestia's aide is in a clearing further on in the woods. We could try going around, but I'm picking up a lot of Silver Wolves in the woods, and we'd probably run into a few if we went off the path."

Twilight looked at the sea of red dots and dismissed the map. Fighting more of those robots was not something she wanted to do, especially if they were in numbers. Thinking, she looked up and took notice of a sturdy-looking branch stretching from another tree. She looked between the trees, mentally plotting a course as her eyes landed on choice branches.

Spike sensed her thoughts through their link. "Oh no. You can't be serious."

"If you have a better idea, I'd already know about it," Twilight replied, holding out the Apple Whip. The claw fired upwards and latched on a tree branch. Twilight retracted the chain to pull herself up, the rings of her hoof collapsing back down until she was fully retracted, the claw still digging into the wood. Turning her body until she was facing the right way, she started swinging in place. The branch held with her weight and movements, and as she came back the third time, Twilight let the chain go slack and dropped suddenly as the rest of its length extended from her hoof, her momentum carrying her up into the air as she swung forward. Not high enough yet. She came back and swung her body forward for that little extra height. The second branch came into view, and the Apple Whip's claw loosened and retracted.

Panic surged into Twilight's mind as realized she was several feet off the ground with nothing supporting her, but she pushed it away and brought her hoof forward even as the chain finished coming back to her. She fired again and the claw caught a higher branch, pulling her up. Turning around to the third branch, Twilight began swinging in place and repeated the steps, hanging more than ten hooves in the air for a second as the Apple Whip fired and caught her third support. She pulled herself up, swung back and forth again, and this time flipped through the air as the whip came loose. Instead of launching at a fourth branch, Twilight landed on one directly, the claw of the whip digging into the wood to make sure she stayed on.

"Well, wasn't so bad as those pits," she said, smiling at herself and looking down at the path below. Spike didn't respond aloud or mentally, save for a general sense of disbelief, and she ignored it in favor of examining her new surroundings. Up here the branches were thick enough to walk along comfortably and criss-crossed each other. The smell of leaves and dew was stronger up here, sunlight from above gleaming off drops of dew. Twilight began walking along the trees, hopping between branches comfortably. The branches made only the slightest of rustlings and a few leaves fell when Twilight trotted past, but nopony below would think to look up to spot a lavender mare walking over their heads.

Soon the main path began below again, and she looked below to see two Silver Wolves pass by. A third following them soon after, all three completely unaware of Twilight's presence. As she continued on she spotted a few other Silver Wolves, but Twilight gave them no reason to find her, moving slower and keeping her hooves from shaking the trees when they passed. The last of the wolves was busy gnawing on a particularly large tree branch, and Twilight trotted past it overhead. She called up her map. The red dots of the Silver Wolves were behind her now, and the red icon marking Celestia's next aide was coming closer.

The trees began to clear, and Twilight looked around for a series of branches to use to get the ground. She found three that would do and carefully hopped back down to the path. The path ended with a large clearing in the forest. Large trees circled it, the clearing full of stumps where somepony had cut away the trees that marred the clearing. A bright beam of sunlight lit up the grass, and Twilight squinted up to see the open sky overhead, the branches around the clearing's trees cleared away. Twilight stepped forward and called up her map. The blinking red dot was gone.

"Spike, you said she was here."

"She was, this is where the signal was coming from!" Spike protested. "But now I can't see anything."

"Hello?" Twilight said, coming closer into the clearing. "Anypony here?" There was a rustling of leaves, and the unicorn turned to see a bush between the trees move.

"Hang on a second!" A voice called out. Twilight saw a blinking dot pop into existence on her map, and dismissed the hologram to watch the moving bush. The bush began to shake more violently, and suddenly a pony popped out, rolling across the grass to sit in front of the unicorn. It was an earth pony, her coat and mane bright pink. Her tail was sheared off, in its place was a metal plate supporting a prosthetic steel tail, and her left hoof was steel like Twilight's own. However, while Twilight's Multitool was silver steel, this pony had painted the metal plates on hers in varying shades of pink.

The pony shook a few leaves out of her mane and grinned brightly. "Hi there!"

"Um, hello," Twilight said back.

_"Pinkie Pie,"_ Spike whispered in her head. Twilight quickly scanned the archived data flowing into her brain.

"Pinkie Pie, right?"

The pony nodded. "Yup, that's me!" She began circling around Twilight looking at her curiously, rubbing her chin with her hoof. "Who are you? Wait, no, lemme guess, you're that imaginary friend I had when I was a filly here to surprise me with a party?"

"Not quite," Twilight replied, turning her head to keep Pinkie in view as she came around the other side. Pinkie sat down and made a face.

"Darn! And I could use one, I've been out here alone for almost two hours!" Pinkie slammed her biological front hoof into her metal one, and gave a sharp cry of pain. She popped her now-sore biological hoof into her mouth and then shook it out in the air. "I always forget I can't do that anymore. Just got this a few months ago." She waved her steel hoof at Twilight.

"… right." Twilight was unsure of what to make of this pony, she was acting even stranger than the ones in Ponyville. Did she have a different corruption, or a more intense version of the same one?_"Spike, you sense any program anomalies, lemme know immediately."_

_"Roger that, Twilight."_

Twilight turned her attention back to Pinkie Pie. "So what are you doing waiting out here alone for two hours?" she asked. Pinkie scrunched up her face and looked up in thought.

"Not sure really. Kinda hard to remember, might have been out here even longer than that... I just know that I wasn't alone before, but now I am! I think I chose to stay behind, dunno why though... or maybe somepony told me to..." She trailed off, and Twilight waited several seconds, looking around awkwardly. Then, Pinkie Pie grinned brightly. "Oh yeah, I have to wait out here for somepony!"

"Who?"

"Dunno." Pinkie Pie shrugged, and Twilight groaned loudly, slapping a hoof over her face. "So, uh," Pinkie began, "if you're not my imaginary filly-friend, then who are you?"

"My name is Twilight Sparkle. And I came out here to find you," Twilight said. Pinkie's face lit up.

"Oooooooooh! That makes a lot of sense actually!"

"It does?" Twilight replied.

"Yup! I remember everything now! I came out here with my friends before, and they told me to stay behind here and wait to see if anypony comes by. And just a little while ago, one of them told me to be on alert, because a unicorn named Twilight Sparkle would come out here looking for me, and when she gets here, I should blast her with this!" Pinkie swung her steel hoof forward. The metal plates slid apart, widened, slid up to become shorter. Twilight's eyes widened as Pinkie's eyes lit up red, and the massive pink cannon that had appeared from her hoof began to hum loudly.

"Uh-oh."

The Apple Whip fired from her own arm, and she felt herself be pulled across the clearing towards a tree as Pinkie fired her cannon fired. A bright pink orb of energy shot out, arcing towards the ground and exploding. Twilight looked away from the blast, a shockwave blowing her mane out behind her. She looked back to see glowing streamers and confetti raining down from the point where the blast had hit, shimmering and vanishing as they hit the ground.

"Thanks Spike," Twilight said, retracting the whip. Pinkie Pie spun around and the arm cannon glowed again. Twilight started running as another energy orb fired at her. It missed and instead hit a tree stump, sending shards of wood flying through the air with a mighty explosion that sounded oddly like a chorus of noisemakers being blown all at once. Twilight fired her magic bolts. Pinkie raised her cannon to defend herself and the pink metal flashed violet as the blasts made contact, sparks of magical energy flying from the impacts. Pinkie stumbled back a step, crying out more in annoyance than pain. Pinkie's metal tail suddenly began to spin, and she leapt up in the air and landed on her tail. Before Twilight could blink, she had drilled herself into the ground and vanished.

"Where'd she go?"

_"I dunno, she's not showing up on scans at all!"_ Spike replied. Twilight felt the ground rumble and jumped away as Pinkie surfaced beneath her hooves and shot up into the air, levelling her cannon down at the other pony and firing. Twilight dodged and the explosion blew her mane and tail out in front of her face, the shockwave made her stumble but she remained standing. She turned back to Pinkie Pie and fired a few energy bolts, but Pinkie dropped from the air back into the ground. She drilled into the ground again and the red dot on her map vanished.

"That's why we didn't detect her before, we can't tell where she is when she's underground," Twilight said, looking at the ground under her hooves.

_"That's cheating!"_ Spike protested. Twilight waited. Soon she felt the tremor, small stones and bits of dirt vibrating, and leapt away. Pinkie Pie shot up out of the ground where Twilight stood, an energy orb launching through the air and missing as Twilight dodged. The blast of energy obliterated a large chunk of ground behind her, but Twilight's focus was on her opponent. She fired several bolts, but they either went too high or too low to land a mark as Pinkie descended back into the ground and her drilling tail took her out of sight again.

_"You'll never be able to take the time to aim if you have to keep dodging her tunneling,"_ Spike advised. Twilight jumped as Pinkie surfaced again, an energy orb blowing apart a tree stump and part of the ground around it. She looked at the ground as Pinkie tunneled back down, then looked up at the trees around the clearing.

"Exactly!" Twilight swung her hoof up, firing the Apple Whip at a tree and hauling herself up to a branch. She looked back and waited. There was a rumbling, and she swung her hoof out as Pinkie emerged into the air where she had last been standing. The claws of the Apple Whip found Pinkie's arm cannon as she began to aim, and with a squeak of pain Pinkie fell back to the forest floor, dazed. Twilight jumped down, firing a barrage of energy blasts. Pinkie glared as the shots hit her hoof, and she leveled the cannon down to fire. Twilight dodged, but Pinkie wasn't aiming at her. The tree Twilight had used to evade her exploded at the base and fell backwards, hitting heavily against two others trees. The forest floor shook violently as all three slammed into the ground, while Pinkie's tail spun again and the pink pony vanished back into the earth.

Used to the pattern now, Twilight swung the Apple Whip at another tree and pulled herself to safety, then turned and fired the whip as Pinkie emerged again into the air, stunning her and dropping her back to the ground. Twilight jumped down as the whip retracted and opened fire, her energy bolts hitting directly on Pinkie's hoof.

Pinkie recovered from the fall and stood up, panting and glaring. "Alright buster, that does it!" With one swift motion of her hoof, Pinkie Pie licked it and ran it over her hair, slicking the puffy pink mane straight. "Time to say hi to Pinkamena! And she doesn't play nice!" She aimed her cannon in the air and fired straight up. Twilight watched in horror as four energy orbs launched up into the air and arced back down, diving for cover. The forest floor shook violently and the force of the four blasts detonating on the ground knocked Twilight to her side, dirt and small stones and bits of pulverized tree matter flying past her. She stood up to see Pinkie Pie vanish back into the earth, the clearing full of smoking craters from her cannon's blasts.

"I think we made her angry." Twilight's ears were ringing from the explosions, and bits of debris littered the forest floor as she tried to move around the clearing.

Spike snorted in her head. _"Yeah, and all we've done is shoot her up with unicorn energy blasts. Go figure."_ Twilight shot the Apple Whip at another tree, pulling herself up and looking for Pinkie Pie to re-emerge below. She waited several seconds, but the rumbling of Pinkie's emergence wasn't coming. Then, the tree began to shake, and Twilight heard a large cracking sound. The tree suddenly shifted and she almost fell off her branch.

_"Jump, Twilight!"_ Spike called. Twilight heeded the warning and jumped to the ground. She looked back at the tree and realized what that cracking was. Pinkie must have drilled up right under the tree, because the trunk had split apart and fallen away, the wood frayed and splintered. Pinkie was emerging into the air between the two halves as they fell around Twilight, leveling her cannon down. Twilight quickly fired the Apple Whip before Pinkie could finish aiming. The claw grabbed Pinkie's tail, and her eyes went wide as it pulled her to the dirt. Landing with a squeak, she bounced over Twilight's head, who turned and fired a full bombardment of shots at her tail.

Pinkie bounced off the ground and swung her hoof up, firing another quartet of energy blasts into the air and drilling into the ground as she came back down. Twilight mare narrowly jumped in time to avoid an orb falling next to her. Heat seared her saddle and coat at the close-range blast, and her head spun from the noise. She looked up to see Pinkie Pie emerge from the ground. This time Pinkie didn't aim for her, instead jumping over her and firing her cannon across the clearing. Three more trees exploded as the pink energy orb detonated against their bases, two falling backwards while the second fell into the clearing. Twilight moved aside to avoid it as it slammed into the ground, and when she looked back Pinkie was gone again.

Twilight heard movement behind her and turned to see Pinkie rising into the air, firing another quartet of cannon blasts over their heads. Twilight flung out the Apple Whip but the claw moved too slowly to meet the mark and Pinkie was gone again, vanishing into the dirt once more as the blasts rained down around Twilight, blowing apart the tree that had fallen into the clearing earlier. The forest floor was becoming torn apart by the blasts, craters all over the grass with dirt, stone and tree parts littering what parts of the ground hadn't been blown apart yet. Twilight looked around for Pinkie frantically.

"Gotta end this before she blows up the forest." The trees surrounding the clearing were beginning to crack and splinter from the close-range explosions continually going off around them, not to mention Pinkie was targeting them directly now. If Twilight couldn't end this soon, she wouldn't have any safe haven to avoid Pinkie on. _"She's just firing wildly now, not aiming. I can use that."_

_"You can?"_ Spike cried. Twilight ignored him, readied the Apple Whip, and waited. Her eyes scanned the clearing and her hooves waited for the familiar tremors. The earth shook, and Twilight turned to see Pinkie leap into the air. The Apple Whip shot up and grabbed her arm cannon, pulling her down into the ground. Pinkie let out a yelp of surprise as she hit the ground and rolled back Twilight, the unicorn turning her head and firing her magic as fast as she could, aiming precisely at Pinkie's tail. Pinkie pushed herself to her feet, but the storm of energy bolts was too much, and she collapsed again, her tail going limp. Twilight stayed poised, her horn pointed forward, but she stayed her hand.

"Systems are powering-down. We did it," Spike said. Twilight almost collapsed in the ground, panting. She looked over herself. She was positively filthy, and she could feel bruises and small cuts all over her body from the battle. She sent the command to her saddle and two small claws came out, brushing the dirt and wood from her mane.

"Okay, bucks from steel hooves and magic shots are one thing. Being blown to bits is another." She had expected Pinkie would be corrupted; everypony else she had met so far was. But the firepower Pinkie packed had been a complete surprise. Twilight didn't care to think one might have happened to her if she had taken a direct hit.

"Yeah, she was something else. And these scans are definitely showing the same corruption as Applejack and the other ponies," Spike said. Twilight nodded and looked over herself. Aside from some more bruises showing through her coat and a slight limp from where she had tangled her hooves avoiding an attack, she fortunately couldn't detect any serious injuries. Spike's report didn't tell her much she didn't already suspect. It was obvious that Pinkie was corrupted too, now she was thinking about what she had said to her when they had first spoken to her.

"She came out here with her friends, but they left while she stayed behind..." Twilight stood and walked over to Pinkie's limp body, pushing her on her back. Pinkie's eyes had closed, her chest rising and falling softly. "Pinkie said something told her to wait here for me. She knew we were coming. Something warned her." Twilight thought about what might have done such a thing, and remembered the first two ponies she had met in Ponyville. 'The Master' they had said.

"Well, I'm done the scan. Aside from confirming she has the same type of corruption as Applejack, not much here to tell us why she went crazy, or what told her to come all the way out here."

"Ponyfeathers," Twilight cursed.

"But on the bright side, got something good here." Twilight felt her mechanical hoof begin to whir and hum and looked down as Spike reconfigured it. She lifted her hoof and watched as it shifted form. The lower half of the hoof extended down from the top on an inner shaft, and the steel plates retracted and overplayed, the lower part widening and shortening, becoming thicker. The bottom of the hoof retracted, forming a cannon barrel. "Go ahead, try it out," Spike said. Twilight aimed for a distant tree, turned away slightly, and fired. A bright pink energy orb shot out of the cannon and arced into the base of the tree, exploding in a flurry of noisemaker sounds and sending more streamers into the air. The tree cracked and fell backwards, part of its trunk blown apart.

Twilight looked down at her hoof and frowned slightly. "Oh good. I get to blow things up now. Yay."

"If we're going to come up against more ponies like her, maybe that's going to come in handy," Spike said. "Your concussion blasts aren't exactly heavy artillery." Twilight remembered there were three aides to go now and sat down, reworking her hoof to its default mode. She couldn't argue that logic, and decided not to. There were other matters to deal with anyway.

"How's our reception out here, can we contact the Princess?"

"Well we had a lot of interference before, but we're clear now. I'll dial her up," Spike said. Twilight waited, and after a few seconds her horn projected the glowing blue hologram of Celestia's head in front of her.

"Twilight, what news?"

"We found another one of your aides, Pinkie Pie. She had the same corruption as Applejack, I had to fight her," Twilight reported. "And something out here was reactivating the old Silver Wolf robots and driving them insane too."

"Understood. We'll lock on Pinkie's signal and teleport her back here for diagnostics, and I'll mobilize a force of guard ponies to handle the Silver Wolves," Celestia replied. Twilight saw Pinkie Pie's body light up in sparkles and light and recalled when they had arrived in the clearing. "At the very least, you're safe I hope." Twilight nodded.

"I am, but we can't be relieved yet. Pinkie was saying some very strange things."

"That's normal for her, dear."

"No, I mean, she said that something told her to come out, and when something told her to wait for me and attack me. She knew me by name," Twilight explained. Celestia thought.

"I see. That is quite concerning. These crazed ponies must have some way of communicating in spite of the interference. The Ponyville ponies likely warned them."

"Makes sense, I suppose. We'll be on our guard in the future now, if they know I'm coming they might try to lay out a trap." Twilight hoped that the crazed ponies were too berserk to try that. Celestia's two aides seemed to have more of their senses and personalities about them. She wasn't sure what made them somewhat resistant to this epidemic, but she hoped they were rare exceptions.

"Is there anything else? If this is becoming too much for you, don't hesitate to return home," Celestia said. Twilight looked down at her hoof. She didn't like the idea that Spike was right, that in the future she'd be facing ponies with even more dangerous weapons than Pinkie had, and would have to respond in kind. But, if she went back to Canterlot now, wouldn't Celestia just have to send someone else to track down her aides? There were surely plenty of ponies in Canterlot more suited than her, with combat training and actual weapons aside from unicorn magic blasts.

Yet, Twilight couldn't bring herself to just tell the Princess that she wanted to quit. She was afraid, and not enjoying having to fight these corrupted ponies. But the knowledge that there were more of them out there, innocent ponies corrupted into fighting each other, overrode her fears. Somepony had to rescue them, to find out what was going on and put a stop to it. How could she back down from that and leave somepony else to do it in her place?

"Thank you, but I think I'm alright to continue going," Twilight replied. "Although, I do have to ask, what type of cybernetics did Pinkie get that let her shoot glowing energy orbs that explode into confetti and noisemaker sounds?"

"As I said, dear, that's normal for her. If you knew Pinkie, you'd understand." Celestia gave Twilight a knowing smile. "Let me right away know if you need any aid. I'm counting on you, but I don't want you to get hurt trying to save my aides."

"Thank you. But I'll be alright," Twilight repeated. Celestia's hologram vanished and Twilight turned to the path out of the forest.

"Spike, where to now?"

"I'm detecting another aide in the mountains outside the forest."

Nodding, mare and program set off down the path, the mountains looming in the distance.

**LEVEL COMPLETE**

**WEAPON ACQUIRED – PINKIE CANNON**


	4. Power Gem

Mega Mare

Chapter 4 – Power Gem

"So, she's down there, right?" Twilight squinted into the passage before her.

"Yeah. It can get pretty confusing down there, but I've got a map," Spike replied, a holographic map appearing from Twilight's horn as proof.

Before the two, a long, narrow tunnel into the mountainside loomed ahead, tapering off into darkness. A small steel-blue tube with white plating ran along the ground and down into the darkness, the gravitational anchor for hovercarts to carry supplies along the tunnel at accelerated speeds. Now it was long forgotten and deactivated, and parts of it had started to rust. Twilight's data feeds were scrolling up far more data about the mountain and the mines within them than she would have cared to know, including tectonic activity, terrain densities, and height features. She filtered the data down to the basics, ignoring Spike's mental complaining about his work for her not being appreciated.

They were standing in front of the Appaloosan Mountain Range, which stretched from Ponyville to Appleloosa. The mines had once been considered for a hypertrain tunnel between the two cities, but the digging company abandoned that plan when valuable magic-attuned gemstone deposits were found. They converted the train tunnels to a series of mine shafts and mined the mountain for decades. Eventually though the deposits dried up, leaving nothing but run-of-the-mill normal gem. By that point ponies considered hypertrains obsolete in favor of teleportation systems. Now the tunnels lay abandoned and empty, the citizens of Equestria having no use for them. Twilight wasn't sure why one of Celestia's aides would be here, but presuming she was suffering from the same corruption as the other two aides so far, she probably wasn't here willingly.

"Alright, let's get moving." Twilight started forward into the tunnel, walking beside the rail running down the center. The light of the sun quickly faded, and she activated two lights on her saddle, blaring a circle of white light around her to light up the pitch darkness, her moving hooves and shifting mane casting shadows along the wall as she moved. The tunnel walls were mostly natural dirt, but every few hooves or so a pillar of steel-blue construction tubing ran up the wall on both sides and connected to a support girder in the ceiling. Fortunately, contrary to the rail beneath her hooves, the supports of the tunnels were fully intact and safe.

Twilight looked behind her, watching the small orb of light behind her where the tunnel began. She could see enough to sidestep pieces of broken rail and rocks in her path, but she didn't like the idea of trying to fight in these quarters. If something attacked she'd have nowhere to avoid the foe and her light would give her away instantly.

"Sensing anything down here Spike?" The tunnel carried the echo forward, not doing much to soothe her concerns about discovery.

"There's something a ways up ahead, not sure what. It's not a pony though, the signature is unfamiliar," Spike replied. Twilight didn't like the sound of that. This mine didn't seem like the sort of place for Silver Wolves to lurk, so if it wasn't a pony, what could it be? As she continued on, Twilight saw light ahead, and as she approached she saw where it was coming. A single, crude iron chain hung from the ceiling attacked to an iron bar twisted into a circular shape. The bar held the light source in its grip.

"A gemstone?" Twilight poked the iron construct with a hoof and watched it swing slightly. The iron was holding a gleaming white gemstone which was projecting light all around them, the tunnel walls lit up grey and brown. The gem was alive with magical energy, and was crystal clear and finely cut.

"It's a luminance gem," Spike suggested. "The miners would hang them from the ceilings and imbue them with light-producing magics to light up the tunnels while they worked. Depending on the power of the spell they could run for days or even weeks before going dark."

"I thought you said there hasn't been mining here for years. Shouldn't they have run out of energy by now?" Twilight asked.

"Yeah. But, one of the Princess's aides is down here. Maybe she turned it back on." Spike's hologram shrugged.

"Well if she did, it's fortunate for us." Twilight turned off her saddle's lights. Looking further down the tunnel, more luminance gems hung from the cavern ceiling to light the way. Not all of them were diamonds, but there were also emeralds, rubies, sapphires, and more. Each produced different colors of light, and they colors swirled together on the walls and floor where the cones of light they created overlapped, the light distorted by the iron wrapped around each gem. Twilight stepped up to the next one and poked it. The blue light it produced wavered along the walls, mixing with the white light behind her and the red light ahead, creating brilliant tones of violet and blue.

_"Sorry to interrupt the sight-seeing, but that lone life form I saw earlier is getting closer,"_ Spike said in Twilight's head. She turned her attention from admiring the beauty of the gems around her and looked forward. Her horn let up with a violet aura, ready to fire. At least now with the tunnels fully lit, anything that came at her, she would see. She called up her map and watched. Sure enough, a blinking red dot was slowly moving towards her. Twilight braced herself and waited.

Several seconds passed with nothing occurring, and Twilight turned her focus from the tunnel ahead back to the map. The red dot was close enough that the cause should have been in view, but instead she saw nothing. Her eyes widened slightly as the dot came so close it was almost on top of her, and she panicked and dashed down the tunnel a few feet to get in front of it.

The sound of something breaking through the tunnel walls came behind her, and the pony stopped and turned. In the light of the luminance gems, a creature was poking its head up from the floor between the rails running along the tunnel. It had dark brown skin and a steel helmet covered its head except for the nose and mouth, the helmet dented and dirty. The creature had a short, squat nose with hairs emerging from its nostrils. As Twilight watched the creature turned its head around, sniffing loudly.

_"It's a Diamond Dog,"_ Spike said. _"They live underground hoarding gems, and moved into the tunnels once the miners abandoned the site."_

_"Why didn't you tell me about them earlier?"_ Twilight asked mentally.

_"I did. It was in that data feed I streamed for you,"_ Spike said dryly. Twilight rolled her eyes. Her display flashed to life and a 3D image of the creature before her appeared with other zoological data. She read it carefully this time.

_"Possess strong tunneling skills, use a pack hierarchy, physically strong, not very intelligent. Have devolved to the point they're almost entirely blind, but have strong senses of smell and hearing. So it could hear or smell me?"_ The dog lingered its nose in her direction for a moment as it turned its head to scope out the tunnel, and Twilight tensed.

_"Hard to say. Back away, slowly."_

Twilight began to do as her assistant ordered, slowly inching away from the Diamond Dog. The dog slightly perked up and turned his head back her way, and she stopped. Poor chance it turned as she moved, or was it able to hear her hooves? She didn't care to find out by testing it. There was only one option to get away, then.

_"If I have to fight, will my magic hurt them too much?"_

_"I don't think so, he looks pretty well armored anyway," _Spike said. Twilight lowered her head, aiming carefully in the dim light for the armored portions of the creature's head. The multi-hued lighting filling the tunnel added violet to the mix as three energy bolts shot out and struck the Diamond Dog. It let out a howl out pain and dropped out of sight, leaving only the hole its head had emerged from. Twilight trotted up to the hole and looked down. The dog had dug a tunnel through the earth and now lay at the bottom of it, groaning.

"Scanning vitals… he's stunned, but he'll be fine," Spike said. Twilight nodded and looked back down the tunnel. She called up her map to confirm the way was clear, and continued on. A few more steps down, in a revealing cone of amber light provided by an orange gemstone, the passage forked. One leveled out, the other turned deeper down before a cave-in blocked the way.

"According to my scans, we need to take the lower route," Spike replied. Twilight turned to the collapsed path and examined the cave-in. It looked like the top of the tunnel had fallen in when something - a Diamond Dog, judging from what she had seen - had tried to dig through into the main tunnel and brought the ceiling down with them. The blockage was mostly made of stone and dirt, though in some areas Twilight could see small glimmers of color from buried gemstones. Against one wall, half-buried by rubble, an old rectangular hovercart lay on the ground, the steel-blue plating discolored from years of neglect.

Twilight lowered her horn and focused. One of the rocks glowed violet and slowly levitated up, moving behind Twilight with a thud. She groaned and seized a second rock in her telekinetic grip. "This is gonna take a while."

"There's gotta be a faster way," Spike said. Twilight floated the second rock behind her. It rolled down the slightly inclined ground and banged against her steel hoof. Looking down, the mare thought, and smiled. Once again Spike read her thought patterns and realized what was coming. "Oh boy." Twilight send the mental command, and her hoof shifted form, metal plates clicking together and sliding apart. The Pinkie Cannon finishing forming with a hum of energy, and Twilight stepped back from the debris.

"Spike, will this be strong enough to bring the caves down around us?" she asked. Spike looked over his data feeds.

"No, but it'll be pretty loud, the walls will amplify the pressure wave this closed-in." At the news, Twilight took a few more steps back to the center of the fork, and powered up the weapon. The end of the barrel lit up with pink light. Twilight turned her head away, closed her eyes, and aimed. The air flashed pink as the Pinkie Cannon shot out a glowing pink energy orb. The rock blockade exploded in a powerful shockwave, Twilight stumbling back a step from the force. A cloud of dust enveloped her and a few smaller rocks fell down around her. The rumbling of the explosion was fading away, and Twilight slowly opened her eyes, waving her hoof around to get rid of the dust.

"Well, that worked well enough." The blast , and blew away the top of the shaft to reveal the Diamond Dog tunnel that the cave-in had originated from. The old hovercart lay upside down further down the tunnel, half of one side torn away by the blast.

"Good work. Now we need to keep following this path. There's a Diamond Dog up ahead, though considering last time he might be above you," Spike said. "Or… below, I guess. The sides? Keep an eye out, if I get a more accurate reading I'll warn you."

"Right." Twilight stayed on edge and kept her map up as she went deeper into the caverns; the light of the luminance gems wouldn't do much to help see an opponent coming through the walls. As she went farther two more forks barred her path, both times obstructed by rocks, but the Pinkie Cannon made short work of them. The first time the force of the explosion had blown Twilight backwards, and a few rocks in the ceiling had come loose and fallen down, but she had emerged unscathed. At the second blockade she had to wait as two Diamond Dogs came close on her map, but fortunately she avoided any more encounters and these two went past her, lost somewhere in the mountain beyond the walls.

Twilight was coming up on the end of her current tunnel after that. It opened up on a smaller cavern, lit by a trio of larger luminance gems set on the ceiling itself, all three blue and casting a rainbow of shades over the walls. Three other tunnels branched off from it, two had hovercart rails running down them, the third was empty.

_"Hang on!" _Spike shouted mentally. Twilight froze._ "I misread, there's three Diamond Dogs. Hold still, maybe they'll pass us by." _Twilight looked up and shot a bolt of dispelling magic at the luminance gem overheard, its green light fading and casting her into darkness. Ahead in the open cavern, three Diamond Dogs emerged from a side tunnel. One was dark grey and wearing a red vest with a collar set with glowing silver gems. The other two consisted of a larger dog with a grey vest and a smaller brown with a darker grey vest, both wearing the same types of collars as the first. As they walked, the one in the red vest stopped and looked between the passages, apparently trying to remember the way.

"Has Mistress Pony said what to do with the other ponies yet?" the smaller brown one asked. The larger grey one snorted.

"She says Master wants us to keep them down here."

"Yeah, says they need the no-metal ponies later." The dog in the red vest apparently remembered where they were going and nodded at another past. To Twilight's relief, she wouldn't be encountering them. That concern laid to rest, the unicorn turned her thoughts to what they were saying.

_"No-metal ponies? What does that mean?"_

_"Beats me," _Spike thought back.

The smaller brown dog snarled. "Mistress Pony is stupid and whiny! Why we take orders from her?" In response, the larger grey dog thumped him on the head, earning him a yip and a glare.

"Mistress Pony says Master needs caves to keep no-metal ponies."

"Remembers? Master says she give us Ponyville when she's done." The one in the red vest rubbed its paws together. "Can make ponies dig gems for us."

"Okay, gems good." The smaller dog rubbed his head, still sore.

"Come on, we get rest of no-metal ponies and take them to lair, Mistress Pony says they last ones to go." The red-vested dog pointed down the passage he had chosen, the third path with no rail, and the other two followed him down it. Twilight called up her map and watched the three dots move away.

"Spike, which way?" Twilight waited until the voices of the dogs faded into distant echoes and walked into the cavern to inspect the branching paths.

"The way they came from, according to this map," Spike said. Twilight looked down the path the Diamond Dogs had come from, then glanced at the path they had vanished down. "What's up?"

"They said the 'no-metal ponies' are needed for whatever the Master is planning," Twilight replied, thinking. With a glance back at the path Spike had pointed out to her, Twilight headed down the path after the trio of canines. She heard the echoes of their voices from up ahead, she couldn't make out what they were saying but preferred it that way, it meant she wasn't too close to risk being discovered. The tunnel they were heading down curved to the left, and Twilight cautiously peeked around the corner.

The tunnel emptied out into another, larger cavern, lit by three red luminance gems in different settings. Steel bars were into the walls, a desk at the front of the room with an old computer on it. The areas behind the bars had steel plating on the walls with tools and other equipment pieces hanging from them, most rusted to the point they were unrecognizable. To Twilight's horror, in lieu of mining gear, the bars held back various types of ponies, almost two dozen in all. Some of them were glaring at the Diamond Dogs and a couple were trying to buck them through the cage. It looked like the unicorns were trying to activate their magic, judging from the glow over their horns, but the dogs were poking them with crude iron and rock spears through the bars and breaking their concentration.

_"Spike, scan them, find out what's up."_ Twilight slowly crept closer, trying to remain silent and hidden. Fortunately the Diamond Dogs were paying more attention to their captives than the tunnels and didn't see or hear her coming.

_"They're pure biological, I can't detect any cybernetic implants. These are normal ponies,"_Spike replied. Her eyes lit up.

"_So that's what they meant. Whatever's driving ponies crazy, it must only affect the ones with cybernetic implants. The Master can't control them if they're purely organic, so they're keeping those ponies prisoner!_" Twilight looked between the cages, a familiar sense of responsibility welling up in her.

A servo on her saddle whirred lowly as Spike thought. _"They said the Master still needs them for something. Wonder what."_

_"I'm not sure. But we can't leave them here, we have to get them out."_

_"I'm open to ideas,"_ Spike replied, _"preferably ones where you don't have to fight them all at once."_

Twilight looked down at her hoof to make sure the Pinkie Cannon was still active, then came even closer to the exit. The tunnel and the cavern beyond with the cells were still lit by luminance gems. The three Diamond Dogs had their backs to her now, two of them taunting them with their spears while the third, the dog in the red vest was watching and laughing. Twilight took careful aim with her horn and fired a spell at the closest luminance gem. It went dark as the dispelling magic struck it. If the Diamond Dogs heard anything, they didn't show it. Twilight shot off three more blasts, the other three luminance gems between her and the prison going out, casting the tunnel into darkness. Safe in the dark, she came so close that the light of the prison chamber was almost reaching her hooves on the ground.

"Mistress Pony say her Master need you, so you come with us, and don't get hurt." The dog in the red vest took a spear from one of his friends and thrust it at one of the ponies too near the bars. Twilight shook her head. He was too close to the cells, if he got hit it could hurt the prisoners. She turned to look at the other two. The smaller brown one was making faces at another cell of ponies and waving his spear at them, the larger grey one that had passed off his spear was reaching for a ring of keys on the desk at the front of the chamber.

_"Spike, will the ponies be hurt at this range?"_

_"No, they'll have a bit of a ringing in their ears but they won't harmed seriously."_ The program's response confirmed to Twilight that she could do this, and she raised her hoof. The Pinkie Cannon began to hum and glow.

The Diamond Dog reaching for the keys was suddenly slammed forward into the stone wall as the Pinkie Cannon exploded against his back. He let out a howl and fell onto his back, unconscious from the impact. The two dogs left turned to him and looked back at the tunnel, Twilight hidden in the shadows.

"What happened?" The one in the red vest looked at the tunnel in confusion as the other checked on their fallen ally. Twilight fired again, a ring of pink light flying down the tunnel around the projectile. The dog in the vest yelled as the second dog was hit and flew into the wall behind him, falling over to the ground limply. Charging at the tunnel with a loud snarl, the third Diamond Dog dodged as Twilight fired a third shot, the pink orb exploding against the rear wall of the equipment chamber and denting the metal plating covering it.

Twilight rolled aside as the dog dove at her and ran into the chamber. Ignoring the cheers of the other ponies, she looked back at the cave and fired two shots, one further in than the other. The Diamond Dog's cry came over the burst of noisemakers, and Twilight waited. The dust cleared to reveal parts of the ceiling fallen down, and the Diamond Dog laying on his back.

"He's out," Spike reported. Twilight shot magic bolts up at the deactivated luminance gems. Colored light again flooded the tunnel, and she looked around at the ponies in the cages around her. Here she was able to see for herself what Spike had said, none of them had implants, and judging from the hopeful looks on their faces, weren't controlled by this mysterious 'Master' either.

"Don't worry, I'll get you out of here." She aimed her horn at the locks and fired a low-charged blast. The lock exploded inward with a blast of violet energy, and the ponies pushed past her to get out. Twilight repeated the task with the second and third cell. "Go down this tunnel and take the first path on the left, then follow that to the surface, ignore the fork on the left."

"Thank you!" One of the ponies called out to her as they ran out, others expressing similar sentiments.

"Hey, hang on." Twilight held out a hoof as the last pony began to come out, an older earth pony stallion with a light brown coat and deep brown mane. "What happened at Ponyville?" she asked. The sta

"A visitor came into the town. I've never seen them around before, but they walked through town spouting off nonsense about some 'Master' calling us to serve," the stallion replied. "The next thing anypony knew, anyone with cybernetics had their eyes glowing red. The visitor grab two of our citizens and the three of them ordered around the others to capture anypony with no cybernetics. They marched some of us off to the Everfree Forest and brought the rest of us here. There were more of us once, I saw them split us up when they brought us in. The dogs told us though that they've already been taken out, so it was just us now."

"What'd they want with you?"

"I don't know, and if you don't mind I'd prefer not to. I just know they were holding us here until they needed us for... whatever is going on."

"Alright. Thank you, go." The stallion took off down the tunnel, his coat flashing in the lighting of the different gems. Twilight took a deep breath before following at a more leisurely pace. "Spike, tell me they're safe." Her map blinked to life, showing the soft blue dots of biological ponies forming a line out of the cave, and none of the red dots of Diamond Dog were reacting to them. She let out a relived sigh and headed back to the fork.

"Now we need to find this 'Mistress Pony' the Diamond Dogs mentioned," Spike said. "She sounded like she was the one giving orders." Twilight nodded confidently as she re-emerged into the forked path and headed down the path Spike had noted before.

"Yup. And I'm betting I know who that is." Twilight's exploration of the next tunnel was eventually impeded by one more Diamond Dog that she didn't notice on her map. He literally got the drop on her, digging down through the ceiling and lunging at her a moment later. Twilight was able to stun him easily enough, not risking using something as powerful as the Pinkie Cannon on it in this enclosed space. After a short time they came to another fork, and Spike pointed her down the left path. Twilight headed down, the tunnel ahead widening into another cavern. She reached the end and stopped, staring up in awe.

This must have been the central lair of the cave, it reached high over her head and was vastly wide, almost big enough to rival the Grand Hall back in Canterlot's palace. A chandelier visibly cobbled together from other luminance gem holders hung from the ceiling. Even more luminance gems decorated the walls. The room was full of piles and piles of gems, some as large as a pony, others small enough to stud a unicorn's horn with. The colors of the luminance gems blurred and blended together and reflected off the normal gems, creating a rainbow of colors over the walls and floor that shifted and danced as the chandelier slowly turned on its chain.

As Twilight slowly came further into the room, gingerly stepping around a few smaller gemstones laying in her path, she saw a unicorn on the opposite side of the room, reclining on a large pile of gemstones. She had a coiffed purple mane and a gleaming white coat, and wore a shining silver saddle studded with white gemstones and engraved with painted purple swirl designs. A long white horn on top of her head had a band of steel winding around it and vanishing into her scalp. She didn't notice Twilight's approach; a large white diamond was hovering in the air in front of her held in an aura of blue magic, and she was admiring her reflection in it.

_"That's… her… "_

Twilight made a face at Spike's tone and gently tapped the side of her saddle. "Spike, you okay?"

_"Um, uh… that's Rarity."_ Spike's hologram flickered. _"I had the data files on her, but I didn't think the real thing was so..."_

"Um, sure." Twilight brushed off the program's behavior and called out louder. "Miss Rarity?" The unicorn perked up and turned towards Twilight, the large diamond she was looking at lowering to the floor as the aura around it vanished.

"Hm? Have we met?" She climbed to her feet atop the gem pile, a few dislodging from the pile with her movement. Twilight thought. In the past, mentioning her name or Celestia's made otherwise normal ponies go nuts. And Rarity was almost certainly under the same influence as Applejack and Pinkie Pie. Best to play it safe.

"No. I'm here to speak to you. On behalf of a friend." At Twilight's words, Rarity made a show of huffing and slowly stepped to the cave floor, tossing her mane. Gemstones fell to the floor in her wake, jingling against the stone.

"Well, it's about time! I don't appreciate being kept in this cave, it's dingy, it's smelly, and after I've done as ordered perfectly." She sniffed indignantly and stopped before Twilight. "The dogs kept the normal ponies caged as needed, and so far nopony has come snooping around. I sent the leaders out to bring the second group back to the base as ordered."

Twilight simply nodded and continued the charade. "Good, that's good. And the status on the gemstones?" Twilight gestured her hoof at the pile of jewels around them. Rarity smiled and leaned her head over to bat her eyes at a large ruby.

"Oh, that was just for me. Those dogs have quite a collection, I just couldn't help myself. Do you think they'd buy it if we told them we need the gems, too? They're foalish enough to think we're giving them control of Ponyville, they might just go for it."

"Maybe." Twilight thought for a minute. She had to find out as much as she could here, then try to get out without arousing suspicion and relay the information to Celestia. "The Master, um, wants to make sure your orders are up to date. What exactly were you holding the normal ponies here for?"

"Until we could take them to the forest, darling. Everfree," Rarity replied. Twilight gasped slightly and her eyes widened, but fortunately Rarity didn't notice. "I say it would have been much easier to keep them in Ponyville, but apparently the Master wants to avoid drawing attention until she's ready to finish her plan, and I suppose public shows of hostage-taking aren't the way to go when one desires stealth. But we're done now though, so hopefully we can finally move out. I'm looking forward to a good bath once I'm out of here."

"Uh-huh. And what are we doing with them in the Everfree Forest?" Twilight asked. Rarity began to answer, then stopped and glared at her reflection in the ruby. Slowly, she turned her head until the two unicorns were facing each other, and raised an eyebrow.

"Why don't you tell _me_, what we're doing with them," Rarity replied, stepping closer to Twilight.

_"She's on to us!"_ Spike shouted in Twilight's head.

"I'm afraid that's, uh, classified." Twilight took a step back as Rarity advanced. The other mare kept coming, her eyes narrow.

"Is it? Because the Master told us quite clearly that there's only three ponies we need to answer to other than her. I got a good look at their unicorn, and you are most definitely not her." Rarity stopped and scowled. "I do believe you weren't sent here by the Master at all, were you?"

"No no, I was!" Twilight shook her head. Rarity's eyes lit up red, and her horn glowed pale blue aura.

**"Lies!"**

Her fears confirmed, Twilight didn't wait to let Rarity make the first move, and lowered her head and fired three quick blasts from her horn. Rarity leapt out of the way, her saddle glowing in a magic aura. Four large gemstones detached themselves from her saddle and encircled her in a telekinetic grip. Twilight turned to her and fired, three violet blasts racing forward. Rarity held still and smiled as the jewels encircling her moved to intercept the violet energy blasts, the gems lighting up momentarily as the blast hit them in small fizzling sparks of magic.

Twilight stopped and blinked, surprised by what she had just seen. "Those gems blocked my attacks?"

"Yes, aren't they marvelous?" Rarity looked between them as they orbited her. "Modified luminance gems. The originals were quite good at absorbing magical energy already, I just gave them a little tweak. Absorbing magic is just phase one." The gemstones encircling her stopped, violet light glaring along their edges to gather at the tips. "Here's phase_ two!"_ Twilight watched in horror as orbs of magic formed at the tips of the gem, and energy bolts exactly like her own fired at her. She ran to the side to avoid them and ducked behind a pile of gems, the blasts hitting another pile and sending gemstones scattering through the air. Rarity emerged from the other side of the pile and Twilight took a few more shots, trying to aim between the gems. Again the gems blocked her, moving out of formation to intercept the attacks, and Twilight ran to the side as the three shots fired back at her and toppled the gemstone mountain to the floor.

_"She can't reflect your attacks if you don't fuel them!"_ Spike said. Twilight stopped and looked back at the enemy unicorn.

"That only works once, though. Now I know better, and you can't harm me if I don't give you something to reflect!"

"Pardon me?" Rarity said. A fifth gem levitated into the air beside her head. "I'm a unicorn too, if you'll recall." The gem turned its pointed edge at Twilight and shot at her. She winced and rolled away as it hit the floor behind her and bounced again, Rarity already lifting another gem to attack with.

_"Well that was a good plan to stall her for ten seconds."_ Twilight dashed behind a pile of gems to avoid Rarity's attack.

_"It was worth a shot,"_ Spike grumbled.

_"Yeah. Now let's try breaking that barrier."_ She sent a mental command to her hoof as a sapphire shot past her flank. Metal plates shifted form, three rings of metal with a four-pronged claw emerging on Twilight's hoof. Emerging from cover, she fired, the Apple Whip's chain whistling through the air. The claw shot at Rarity, hitting one of the gems circling her and pinging off it to hit the ground. The gem didn't even wobble slightly.

_"They're moving too fast to get a grip on,"_ Spike said. Twilight retracted the whip and avoided another gem fired at her, then sent the mental command. With only one option left, the Apple Whip reconfigured itself, the metal rings widening and shortening to form the Pinkie Cannon. Twilight swung her hoof up at Rarity and fired.

The glowing pink energy orb hit at Rarity's feet and exploded, nearby gemstones flying through the air in the blast. Twilight turned away, one stone pinging off her saddle. She looked back at the explosion cleared. Rarity was coughing, weakly stumbling from side to the side in a small pit in the floor left from the cannon blast. Her reflective gems had scattered around her, the telekinetic aura gone. Taking the chance, Twilight lowered her horn and fired. Rarity looked up and cried out as the energy bolts rushed into her saddle, recoiling slightly and turning away. Her horn glowed and the scattered gems floated up around her again, two stray shots being absorbed and shot back as Twilight dodged.

"You ruffian, what kind of _animal_ attacks a lady with a cannon?" Rarity glared and charged. Two gems lifted from a pile as she passed by and they flung themselves through the air towards Twilight. She ran out of the way of one, skidding to avoid the other as it flew past her face, and turned back to see Rarity almost upon her, her four main gems floating up beside her into formation again. Rarity flung two of her gems at Twilight and she jumped over them, pointing her hoof down to fire, but Rarity had turned to sprint behind a pile of gems. Twilight landed, dove to the side to avoid a gem shooting past her head, and pointed her hoof up as Rarity came around the other side of the pile. The Pinkie Cannon fired, gemstones whizzing past her head as the energy orb detonated at Rarity's feet. Twilight fired a trio of energy blasts into the smoke, and she heard Rarity's cries of pain.

Rarity charged out of the smoke, glaring angrily as four more gems floated to her side. Twilight got to her feet and stumbled back as Rarity telekinetically lashed out the gems, swirling them around her in larger circles to attempt to strike the mare. Twilight jumped one gem aimed for her hoof and leapt forward to avoid another. The four gems swung and knocked down gem piles and scratched gouges in the cave floor as Rarity advanced. Twilight jumped over one gem and fired the Pinkie Cannon downwards. The explosive shockwave flung Rarity through the air, her gems scattering around the room. She landed on her feet and turned to a gem pile. Rubies, emeralds and diamonds of all sizes rose in a light blue aura of magic and flung themselves at Twilight. She ran to avoid them, the gem piles she used for cover bursting from the impacts of Rarity's projectiles and collapsing. The cave floor was rapidly turning into a sea of gemstones as the gem piles brown down.

Twilight turned her head to try to fire as she ran between piles, but Rarity had summoned her four main gems back to her side, and they absorbed Twilight's shots and fired back at her. Stopping behind a pile, Twilight shoved her hoof into it and fired. The pink light of the Pinkie Cannon's energy blast lit up the cavern, the gems reflecting the light and spraying it into the air as they were flung away from the explosion. Twilight fell back from the proximity and got to her feet. Rarity had her main four gems and several others suspended over her head to protect her from the rain of gemstones and gemstone pieces. Twilight dashed out from the collapsed pile, galloping towards her. Rarity looked forward as Twilight came towards her and tried to strike her with the gems, but Twilight ducked between them and leapt in front of Rarity, pressing the Pinkie Cannon into her chest. Rarity's gems stopped in the air, hovering around them. Twilight narrowed her eyes, glancing aside to see the four gems slowly turning to face their edges towards her, aiming to strike her if the chance came. Hopefully the steel pressing into Rarity's coat was dissuading her from trying.

"You wouldn't dare fire that!" Rarity spat, glaring. "At this range the blast could destroy both of us!"

"Yes, it probably would," Twilight agreed. "But you're still just half-right." She smirked, hoping to throw Rarity off from her true intent and delay her counter-attack. Rarity gasped in horror, the gems circling them drooping. Good enough. Twilight quickly swung her hoof an inch and fired over Rarity's shoulder. The Pinkie Cannon blast exploded behind them, catapulting the two unicorns away, the four gems converging where Twilight would have been if not for the pressure wave knocking her back. Still, one sliced across her head, making the unicorn cry out as the gem came away with its edge bright red. Twilight landed on her back, ignored the stinging over her left eye, and aimed up as Rarity flew over her and fired as many energy blasts as she could into her saddle, violet energy lighting up the cavern. Rarity hit behind her, rolled, and lay still with a long, low groan. Around Twilight, the glowing blue aura around the four gems faded, and they fell to the ground.

"Another one down," Spike said. "But you didn't have to go so rough on her."

"Trust me Spike, if these ponies weren't attacking me, I wouldn't be fighting back." Twilight approached Rarity. Once again, unconscious, but alive. She didn't need to ask Spike to confirm if she had the same system corruption as Applejack and Pinkie Pie, that was self-evident. However, Rarity wasn't having the same amnesia problems as they were. She said she had acted under orders. This confirmed Twilight's fears; this 'Master' the ponies had spoken of had some sort of agenda in controlling them. What, she couldn't begin to guess.

Looking over at the four discarded gems, Twilight floated them over to her and inspected them, reaching her magic out to feel the spell on the gems. As Rarity had said, it was the same as the basic luminance gem spell, but modified to project the absorbed magic as an energy blast rather than light.

"It's a fairly simple change to the spell, but impressively effective."

"Let me scan them," Spike said. Twilight felt more magical knowledge than her brief glance could discover enter her mind as Spike carried out the task. As he worked, she took a healing slave from her pack and slathered the blue gel over the wound on her head. A soothing warmth joined the humming of her interior cybernetics as the wound healed. By the time the warmth faded, Spike's scan had finished. "The luminance spell is pretty easy to figure out. With a sample of the gem to serve as a basis, we could probably extend the enchantment over other objects. Shouldn't even take much energy to support, as long as we don't try anything too big. Your Multitool reconfigures itself easily enough, we could use bits from it."

Twilight set one of the gems down and focused her magic on it. It cracked apart into smaller shards, and she lifted four of them in her telekinetic grip and floated them to her steel hoof. She stepped on them and felt them slide up into the metalwork, the hoof reworking itself to the new configuration. The main body slimmed down while a thicker band appeared around it in the middle, the four gem shards embedded on the outside of the thicker strip. Twilight raised her hoof and sent the command. The four gems listed off from her hoof with fragments of the thicker strip of metal, and began to float around. The metal attached to the gems shifted and crumbled, and reformed into small four silver gem facsimiles, orbiting her in an aura of unicorn magic. Twilight fired an energy bolt at one, and as expected, it held the charge. The fake gems disassembled and floated back to Twilight's hoof, and she shifted it back to its default form, the natural gem shards vanishing beneath metal plates.

"As usual, I'm going to guess that the interference has cleared up enough to call the Princess?" she asked.

"Yup, I'll get her," Spike replied. Twilight waited, and after a few seconds Celestia's visage projected from her horn.

"Good news again, I hope."

"To an extent. Rarity was keeping some of the Ponyville ponies imprisoned in the Appleloosan gem mines with help from the local Diamond Dog population. We set them free though, and we've got her here, ready for retrieval."

"We'll take care of her immediately, thank you Twilight." Rarity lit up in blue light and vanished as Celestia continued. "On your first point, did you say imprisoned? So not all the ponies from the town are hostile?"

Twilight shook her head. "It seems that this mysterious 'Master' the crazed ponies serve can only exert her influence over ponies with cybernetic enhancements. The pure biological ponies are beyond her control. But Rarity and the Diamond Dogs said the Master wanted the biological ponies for something anyway, and were taking them to some sort of base in the Everfree Forest." As Twilight spoke, Celestia's eyes widened.

"The Everfree Forest… " she whispered. Twilight blinked, surprised. She wasn't used to seeing her mentor react like this. She had a haunted look in her eyes.

"Is something wrong?" she asked. "Should I head there next instead?" Celestia blinked and shook her head, resuming the same calm composure Twilight knew best.

"No, that's quite alright, I'll see to it here. I'm just surprised that anypony would based themselves out of that place. You've heard the tales I'm sure," she said. Twilight nodded. The Everfree Forest was literally the stuff of nightmares, creatures beyond imagination lurked beyond that first row of trees. Nopony went into the woods unless they had to.

"So, I guess with Rarity safe, it's on to the next one. Spike, got a fix?"

"Yup. Further up the mountain, near the summit. We can reach her by getting out of here and following the cliffs," Spike said. Twilight made a slight face. She had expected that, too. She kept her suspicions to herself though. Celestia was obviously worried about her out here, and it would do little good to discuss what she was thinking anyway.

"You're doing wonderfully, my faithful student. Keep it up," Celestia said. She smiled and the hologram vanished. Twilight stood up and called up her map to follow the path Spike had charted to the cliffs going up the mountainside.

"Two more to go... "

* * *

Celestia closed the channel to Spike and Twilight and sighed, closing her eyes.

"The Everfree Forest… then it is as I feared." A single tear slid down Celestia's cheek. "She's back..." Opening her eyes and using a glowing yellow band of magic to wipe her face, she pushed another button. "Guardpost, this is Celestia," she said into the receiver in front of her.

_"Captain Gilded Stalwart reporting. What is amiss, Your Grace?"_ the guard answered.

"Captain Stalwart, gather a scouting party of your fastest pegasi, I need them to launch a high-priority investigation immediately at the Everfree Forest."

_"Of course, Your Grace. What are they to look for?"_ Gilded Stalwart asked. Celestia forced her fears down her throat and held on to the dying hope that her suspicions were incorrect.

"A castle. A very old one."

**LEVEL COMPLETE**

**WEAPON ACQUIRED – RARE SHIELD**


	5. Eye Shy

Mega Mare

Chapter 5 – Eye Shy

"Tell me it isn't a long way up." Twilight looked up the mountain and groaned.

Having emerged from the gem mines of the Diamond Dogs to the cliff path winding up to the top of the mountain, her courage had suddenly drained away at the sight of the climb ahead. Spike's data feed popped up on her display and she dismissed it without bothering to read it.

"Hey!"

"Spike, I'm really not in the mood to know wind speeds or terrain heights. What's the important stuff?"

"Well, judging from the height and geological data I'm reading, this is Mt. Rushmare, the third-highest peak in the range. A few centuries ago it was an airship refueling center for transports between Appleloosa and Connecticolt. Then Connecticolt built a cloud-based station south of here, and they abanadoned the mountain and removed all their equipment. Two years ago a committee chose Rushmare to be the site of a giant sculpture of Celestia carved into the mountain, but the project hasn't gotten off the ground yet. None of the pegasi have the skills demanded to work with stone, and the earth pony sculptors don't want to work in this environment until the pegasi build a more reliable airship to get them around here safely."

"Sounds like a great plan, can we wait for that to happen?" A gust of wind blew Twilight's mane past her face and she huddled down, shivering. Fighting crazed ponies and other dangers, even if she wasn't enthused about it, she could handle, probably. What she was not ready to handle was the long, certainly fatal fall that was just a few hooves in front of her. Twilight didn't care to approach the edge of the path and see just how far down the fall was.

"Come on, Twilight," Spike said. She turned her head and saw the holographic claw pat her on the back of the neck. She didn't feel a thing from it, but smiled at the attempt. "We can do this."

Twilight gulped and took a deep breath, and looked up the mountain. "Well... come on, then. Let's move." She started up the path, moving slowly and keeping close to the cliff. She hoped for their sake that there weren't any berserk ponies up this way, if she got into a fight there was no way it could end without someone going down the mountain the hard way. The path wasn't very steep, fortunately, and wide enough to stay well away from the edge.

As Twilight climbed she mulled over the encounter with Rarity. The unicorn said she had allied with the Diamond Dogs to keep the non-cybernetic ponies prisoner, but why? She understood that this 'Master' wasn't able to control them, but what use did this mysterious enemy have for ponies it couldn't control?

"Spike, any sign of the last aide?"

"Nope, just the one at the mountain top. Why, what's up?

"Doesn't this all feel a bit weird?" Twilight said, looking up the cliff face beside her. "Every time we beat one, we just happen to sense another one nearby?"

"What do you mean?" Spike asked. Twilight sighed. She hoped she was just being paranoid, but she couldn't shake the idea from her head.

"It feels like we're being led around by something, more likely some_one_. And if we are, we know who, now. And if that's the case, we could easily be walking into a trap."

"I think you're worrying over nothing," Spike said. Twilight noted he didn't sound like he believed it himself. "If there was anypony else around here, I would detect them, right?"

"Yeah, except we've already had to deal with Pinkie Pie, and we couldn't detect her while she was tunneling."

"Again, worrying over nothing. Out here I'd definitely… uh-oh." Spike interrupted himself, and Twilight called up her map to see two red dots approaching. And judging from the way they were moving, they were flying, and coming in fast.

"You were saying?" Twilight readied her horn and looked up. She saw glimmering mists of blue light swooping through the air, turning to come towards her. As they neared Twilight saw they looked like over-sized, spectral ponies. They were light blue and transparent, and moved as if galloping on the air itself, their manes and tails blowing behind them.

Spike gasped in her head. _"I don't believe it. Windigos!"_

Twilight saw one of the ghostly ponies rear back its head and snap it forward, a spray of three pale blue lasers shooting at her. She jumped out of the way and fired back three blasts. Two caught the Windigo but didn't faze it as it turned away, and a second came in its stead. As the second Windigo fired, Twilight thought she saw a flash of silver in its mouth, and focused on avoiding the triple shot instead of firing back.

_"Spike, scan them closer, something's odd!"_ She heard her internal components whirring to life.

_"I'm sensing something mechanical. But that's not right, the Windigos are mythical spirits of hatred,"_ Spike reported. Twilight took careful aim with her horn as the second specter flew over her head, and fired a blast directly into its mouth. The Windigo visibly flashed, and Twilight saw a small steel orb in its place before its visage flickered back into being. She smiled in triumph.

"It's a hologram!" She aimed for the mouth of the first Windigo that was circling back and fired off several shots as it began to fire. The image of the ghostly pony vanished, leaving a small, floating steel orb to continue flying forward, clanging off the mountainside and rolling down the path. The second Windigo whinnied at the sight of its wounded comrade and came right at her, triple shot laser firing. Twilight fired as she dodged it, catching the silver orb projecting the hologram of a pony and sending it falling into the abyss below.

"Well, that was something." Twilight lifted the disabled orb lying on the path in her telekinesis and floated it over to inspect more closely. It was a flat metal sphere, an anti-gravity thruster installed on the back with three laser barrels emerging from the top. The top and bottom had combination force field and hologram emitters.

"Okay, this is making more sense now," Spike said. Twilight felt her internal components humming as he scanned the device. "It's a weather scouting drone. Pegasi deploy them around Equestria to keep track of weather patterns in problematic areas and report any anomalies to the local weather teams. They usually project holograms of clouds to avoid being seen and tampered with by vandals, the laser systems are for the same, usually at a lower power setting."

"So then, somepony has hacked them to work as offensive fighters," Twilight finished, turning the robot around. "Any more of them around here?"

"Let's find out," Spike replied. Twilight called up her map and soon two blinking silver dots lit up on it. She dropped the disabled machine and continued up the mountain, watching her map closely. Aside from the blinking red dot of Celestia's next aide, only those Windigo-scout drones were up here, and fortunately not many of them. Twilight looked down at her hoof and thought.

"If they fight using only lasers, I guess it's a good chance to try those gems we got from Rarity." She sent the command and her hoof shrank, a thicker band emerging around the center with the four gem shards she had picked up in the mines emerging on the sides. "They're strong enough to absorb their lasers, right?"

"Even hacked, the drones don't have the generator capacity to shoot with much kick to it. We'll be fine."

Twilight nodded and continued on, this time keeping an eye on the clouds for incoming Windigos. As they climbed higher, the wind picked up slightly, and the path got steeper, making the going even slower as she took her time to make sure her steps were steady and sure. After a few trips around the mountain itself, Twilight saw another Windigo coming after her, mouth opening to fire at her. Twilight launched the Rare Shield, the orbiting silver gems absorbed the blasts, and her own violet shots fired in tandem with the reflected blue lasers of the Windigo. Even without being hit in its weak point, the hologram broke like glass and fell away, the emitter device sailing through the air and down the side of the cliff. The four orbiting gems shrank back down and latched back around Twilight's hoof, and she continued the climb.

Further up still, Twilight began to see clouds coming close, and saw the mountain plateau ahead. Emerging on a flat plane of ground where the path curled around a central spire of the mountain going up even higher, Twilight turned and ducked to the ground to avoid another Windigo, the three blue lasers scorching the ground behind her. She rose to her feet and waited for it to turn back, then opened fire, disabling it and sending it crashing into the ground next to her, the metal bouncing along the ground.

"I'm not sensing much else. It's all clear," Spike said. "Keep going." Twilight gulped loudly and switched her hoof to the Apple Whip, using its claw to dig into the ground as she slowly took the path. The path was still not all that narrow, but given the height she was taking no chances. She slowly stepped around the edge of the peak and looked forward. The path stretched over to an adjacent peak, a narrow gap between them. Twilight approached the gap, willing herself not to look down, and focused on her map. The next aide was definitely across. It was only a hoof or two wide, but it was wide enough to frighten her. She took a shaky breath and stepped back.

"Okay Twilight… just don't look down. Don't… look…" She hesitated, closed her eyes, and ran forward. Twilight leapt, firing the Apple Whip as she sailed through the air. The three rings around her hoof vibrated as the claw hit the cliff ahead and dug in. Twilight retracted herself over and slowly opened her eyes. To her relief she had landed safely, and her hooves were dragging on the ground as the Apple Whip pulled her into the cliff. Loosing the claw, metal plates clicked together and shifted as she changed her hoof back to its default mode. Twilight took the moment to calm her nerves, breathing deeply.

"Spike, _please_ tell me she's nearby." In response her horn projected her map in front of her. Twilight raised her eyes. To her dismay the path curved up the mountain in front of her yet more, but the blinking dot of their destination was close. Twilight pushed herself to her feet, swallowed the lump in her throat, and slowly climbed, using the Apple Whip's claws to sink into the ground for stability. The clouds were so close now she was sure if she fired her horn she could disperse them. She crested the top of the path, and stopped to rest, and to stare ahead.

The mountain plateaued, with a few smaller spires of rock poking out, but mostly it was flat. And to her relief, it wasn't large enough to give her a view downwards to remind her she was miles into the sky. On the edge of the mountain ahead, sitting on her flank with her face hidden behind a long mass of light pink hair, was a butter-yellow pegasus. Twilight saw a metal plate with a control panel on the back of one of her hooves, but not much to hint at once it might be for. As she got closer she saw civilian-issue stun gauntlets fitted around both hooves. They weren't cybernetics, just boots with low-powered concussive pulse blasters mounted on the sides, their ends glowing a dull blue.

_"That's her. Fluttershy."_

"Hello?" Twilight approached cautiously. By now she definitely knew better, Fluttershy would be corrupted by the Master. She didn't see any significant weapons, which she hoped meant this would be an easy fight, but she wasn't taking any chances. "Fluttershy?" The pegasus moved her head slightly at her name, but her mane still hid her face.

"H-hello?" A small voice whimpered. Twilight edged closer. Just in case, she couldn't attack the other pony out of paranoia. First, she'd make sure.

"Fluttershy, I need you to turn and face me." Twilight spoke gently, hiding her fear. Fluttershy brushed a hoof on the ground but didn't move her head. "Please?" Twilight asked.

"Um… o-okay." Fluttershy's mane moved as her head turned, and Twilight smiled as Fluttershy's face came into view, blinking at her with large cyan eyes.

"Hello Twilight Sparkle."

There was a blinding flash of light, and Twilight felt herself freeze in place. Her eyes went wide. She tried to move, but every part of her body, biological or mechanical, refused to obey. Pulling at her hooves and her body, she found herself completely paralyzed. Even her head refused to turn.

_"Spike! What's happened?_" There was no response. _"Spike?"_ Empty silence filled her head. Twilight began to panic in her own mind, her breathing quickening as much as it could with the paralysis in effect. What could do this? There was a low chuckle, and Twilight turned her focus back to Fluttershy. The pegasus was slinking towards her with a cruel smile, eyes gleaming red.

"So, this is the unicorn who has interfered with my plans?" She sneered and tapped a hoof against Twilight's Multitool. "I was expecting more. You're barely out of fillyhood, and yet you've already defeated three of the aides, and made your way this far." Fluttershy stepped back, smirking. Twilight tried to move her mouth, and with great difficulty, managed to squeak out one word.

"F-flut..shy?"

Fluttershy snorted and tossed her mane with a hoof. "Not quite. This body is insulting for one of my grandeur and power, but it will do to speak to you. Not that I had much choice, I have matters more important than you that won't wait." Twilight felt a tingling in her limbs, and gasped in a breath as movement in her head returned, turning her head slightly to look at her body. "I don't think so." Fluttershy's hoof turned her head forward, and her eyes lit up in a bright gleam of cyan light. Twilight froze in place again.

"The little one had implants in her skull, to keep her animals at home in line." Fluttershy smiled and gestured with her hoof, tapping the control panel implant on it against Twilight's horn. The metal ringing sounded hollow in Twilight's ears, her senses dulled. "Rapid flashes of light from the eyes, tuned specifically to disrupt the brain's neural passages and hamper movement to the point of near-total paralysis. Not that she ever took it that far, just enough to demand attention and obedience. But, as I'm sure you've seen with my other servants, I need to take some liberties with their abilities to make them proper fighters."

"Mas-ter." Twilight struggled to get the word out as she realized who she was really speaking to.

"At last she figures it out," the Master replied in Fluttershy's voice. "If it is of any consolation, this one was hard to break. Oh, they all resist, of course, but this one doesn't have a mean bone or plate in her body. I was able to influence her to come here, but anything other than background suggestions and she fights back. Direct control is a waste of my time for most of them when system corruption bends them just fine, but for you, I'll make an exception."

Twilight struggled to move. She had to do something. Her eyes moved, and she could move her mouth through great effort. She put all her energy into trying to move a hoof, even just a step back. Fluttershy looked down and snorted at the sight of Twilight's hoof twitching rapidly.

"How cute. You're trying to resist too?" She laughed. Fluttershy held out her hoof. The civilian stun gauntlets whirred to life, the twin barrels on each hoof lighting up a brighter blue. Two volleys of energy blasts hit Twilight's flank, knocking her to the ground in a tangle of limbs. Under normal circumstances, she would have barely flinched; the gauntlets on the pegasus's hooves were low-powered civilian stun weapons, usually used when a pony went adventuring in the wild and wanted some protection against hostile animals. But with Twilight almost entirely paralyzed, she was helpless before them. Twilight tried to move in her new position, but then Fluttershy's eyes flashed again, and Twilight's body seized up anew.

"Now, the question becomes, what should I do with you?" Fluttershy thought aloud, walking around the fallen unicorn. "On the one hoof, I could kill you here. This body's combat capabilities are poor, but I think good old-fashioned gravity will work just fine." Fluttershy put a hoof under Twilight's side and flipped her over. Twilight stared in horror at the edge of the cliff just a few hooves away from her eyes. "On the other hoof, you might be quite useful, if I could corrupt you." Fluttershy's shadow loomed on the ground before Twilight's face, and she looking down at her saddle. "You defeated three of Celestia's aides, and got here on your own. You might be worth keeping around, if you could be controlled. When I conquer Equestria it will be helpful to have powerful ponies like you by my side."

_"Gotta be something I can do…"_ Twilight whimpered in her head. She could talk, with great effort, and could move her eyes. But the rest of her body didn't listen, and any time the paralytic effects of that stare began to wear off, Fluttershy used it again. Twilight tilted her eyes as best she could to see her. She wasn't using it constantly, and given the small amount of cybernetics she saw on the outside, they probably didn't have a good generator. Twilight realized her one advantage. She just had to hope now that Fluttershy, or rather, the Master, wouldn't notice until it was too late to stop.

"The other three I had chosen as my elite generals are strong, but perhaps they could use a fourth member? Of course, the unicorn probably wouldn't take kindly to having you around." Fluttershy continued speaking as casually as discussing a dinner date. "But then we don't need to worry too much, she'll do as she's told. Though she _does_ have great power, likely too much for you to handle. I might have to get rid of her pre-emptively." Fluttershy looked down at Twilight and saw her Multitool begin to twitch, one plate clicking apart from the rest to slide into a new position. "Silly me, I almost got carried away. Hold still now." Fluttershy tilted Twilight's head towards her, and her eyes lit up in an array of flashes.

The flashes subsided, and Fluttershy began to speak again, turning away. Twilight didn't listen however. The feeling in her limbs began to return, she could feel her cybernetics coming back to her. Her body was hers again, her suspicious confirmed – Fluttershy's paralyzing glare must only work via direct eye contact. Smiling in triumph, Twilight climbed to her feet and opened her eyes. The plates of her hoof slid apart and clicked into a familiar shape, the cannon barrel glowing pink.

"So." Fluttershy spun around in the middle of her speech and gasped at the sight, her eyes wide. "How long does that stare take to recharge?" Twilight asked, giving her a knowing look. Fluttershy's eyes flashed red, and she flew forward, raising her front hooves and firing a blast of energy blasts from her gauntlets. Twilight raised her own hoof in return and fired the Pinkie Cannon. Fluttershy pulled up to avoid the glowing energy orb and flew higher into the air. The Pinkie Cannon detonated on the ground and the explosion sent shards of rock flying with a shower confetti. Twilight stumbled slightly, her control of her body still coming back to her, and looked up at Fluttershy flying overhead.

_"Twilight!"_ She turned her head to see a blue hologram flicker into place on her back. Twilight smiled.

"Spike…" The hologram moved to hug her from behind, a futile gesture since the arms passed through her. Twilight still raised a hoof to touch the projected claws.

_"I'm sorry, Twilight!"_ Spike cried. _"Whatever she did, it disrupted our interface, I could see and hear what she was doing but couldn't connect to you. I'm so sorry, I tried everything, really, I couldn't stop it!"_

_"It's okay, Spike."_ Twilight tried to sooth the program's nerves along with her own. _"You're back, I'm back… we're okay…"_ Looking back at the sky, Twilight saw Fluttershy circling to come back and closed her eyes, firing another blast from the Pinkie Cannon. Fluttershy dodged it once again and swooped down, the energy orb sailing through the air and off the mountain, the distant explosion coming several seconds later.

_"I'm not done with you!" _Fluttershy shrieked and swept over Twilight, firing a barrage of energy blasts. Her eyes were blazing the familiar corrupted red, and Twilight had to turn and run, both to avoid her attacks and to avoid her gaze.

_"If she catches me in another one of those stares, there's not gonna be a second escape. Any ideas Spike?"_ Twilight cautiously opened her eyes as Fluttershy flew past her.

_"Yeah. My turn. Close your eyes," _Spike replied. Twilight closed her eyes, and the world rippled into sight around her, a sea of blue wireframe images. _"Your saddle has on-board sensors, remember? If she wants to paralyze you with your eyes, then let me sub in!"_

"Right, good work." Twilight looked up, and a red wireframe pegasus came into view in her mind's eyes. "We'll fight her together!"

Fluttershy dove down, her gauntlets blazing. Twilight ignored the Pinkie Cannon this time and fired energy blasts from her horn. A few pinged off of Fluttershy but Twilight took it worse in return, Fluttershy's barrage hitting the mark on her flank and knocking her to her knees. She shook it off and stood back up.

_"Sorry Twilight, with all the firing going on it's hard to track her shots without mixing them up with yours,"_ Spike explained in her head. Twilight thought and watched the red digital Fluttershy fly away.

"Well, if I can't dodge…" Twilight sent the command to her hoof, and with a whirl of machinery she felt the weapon form. The thick metal band studded with four gemstone shards appeared around her hoof, and she launched the Rare Shield. The silver gemstones took up formation around her in an aura of violet magic. "I'll shoot, you block!"

She turned forward to see Fluttershy coming at her. The two ponies open fire on each other, and the gems encircling Twilight spun around to catch Fluttershy's attacks. The pegasus swooped back into the sky, and the Rare Shield released its blocked attacks back at her, pale blue pellets filling the air. Fluttershy ducked and weaved through the air to avoid them, a few shots hitting her wings in small bursts of energy. She gasped and wobbled from the impacts, glaring down angrily.

_"We got her, keep it up Twilight!" _Twilight focused and fired, her horn raining violet bolts of magic into the air. Fluttershy flew too far away to hit, and then turned and dive bombed towards Twilight, her hooves held out and firing rapidly. Spike moved the Rare Shield to catch the blasts, and Twilight realized that she was coming straight towards her and not stopping. She dove aside as Fluttershy dashed through the air where she had stood. Spike on the other hand circled the Rare Shield around and fired back the absorbed energy, light gleaming along the silver gems. Twilight looked up to see Fluttershy get hit on the flank with several blasts, crying out and swooping back down.

"You're annoying me, Sparkle!" Fluttershy snarled, shooting wildly. Twilight saw her trajectory and shot as many of her own attacks as she dared before jumping to avoid a second diving tackle. Once again the Rare Shield shot the attacks back, and Twilight heard Fluttershy's cries again, though it sounded like she was more angry than in pain. She got up and aimed as Fluttershy circled around and came at her again. Her eyes were such a bright red Twilight could have sworn they were just red voids set on her face. Firing rapidly Twilight stepped back as Fluttershy came at her, the enemy mare not even attempting dodging.

Suddenly, the red light in Fluttershy's eyes flickered, and she pulled up slightly as it going limp and spinning through the air. Twilight gasped as she realized what was happening.

"No!"

Twilight ran after Fluttershy as she approached the edge of the mountain and recalled the Rare Shield, reconfiguring her hoof and launching the Apple Whip as Fluttershy began to dip over the edge of the mountain. The claw bit into the flesh of Fluttershy's rear left hoof, the chain snapping taut and wobbling in the air. Twilight strained to keep her footing, gritting her teeth. Slowly, she took a step back, then another, and began retracting the whip. The chain coiled back up her hoof, and the claw came into view, Fluttershy's rear right hoof seized in it. When she was back on solid ground Twilight let her go, panting. Small droplets of blood ran down Flutterhershy's hoof from where the claws of the Apple Whip had bit in, and she slowly climbed to her feet and turned to Twilight.

"No…not…bad." The red light in her eyes was flickering and fading. "But…this isn't over…" Fluttershy collapsed to her stomach, and Twilight approached cautiously. "I'll…be seeing you…" a few flashes of light lit in Fluttershy's eyes and Twilight almost panicked, but they weren't having their usual paralytic effect, and a few seconds later the pegasus went limp.

"Scans are showing she's alright now," Spike advised. Twilight sighed and approached her, putting a hoof under Fluttershy's chin to hold her head. Fluttershy's eyelids wiggled, and she slowly cracked open her eyes. Twilight peered down.

"Fluttershy?"

"I'm so...sorry..." The pegasus's voice was weak. "I couldn't..."

"It's okay." Twilight gave her a gentle smile. "I'll take you back to Celestia and we'll get you back to normal." Fluttershy's eyes flitted closed, and Twilight gently lay her head back on the ground.

"I'll take a look at her systems and see if I can find anything useful," Spike said. Twilight felt her saddle begin to hum, her focus on Fluttershy. She laid down on her stomach and made a face.

"Poor thing wasn't even corrupted. This was direct control." Twilight looked over at the wounds on Fluttershy's hooves. Fortunately the Apple Whip's claw hadn't dug in too deep, and they were just flesh wounds. Still, Twilight removed another vial of healing salve from a hatch on her saddle and spread it over them.

"Got another executable program here," Spike spoke up. Twilight felt some clicks coming from her saddle and looked back. "If we flash the lights on your saddle in the right frequency with the right intensity, I think we can replicate the effects of that stare she was giving you. It won't be able to induce a full paralysis like she could with dedicated implants, but it should disorient and confuse anyone who catches sight of it."

"We'll use it only if we have to," Twilight replied. The fear of having lost entire control of her body and being at the mercy of the Master welled up on her from her recent memory, and she pushed it away. She didn't have time for fear, not yet. There was just one aide left to track down, she could break down to sob to Celestia about how frightened she was once they were all finally safe back at Canterlot. Speaking of, the interference likely had cleared up again. "Spike, open a channel to the Princess please." Twilight waited patiently as he complied, and Celestia's holographic head rippled into the air in front of her a moment later.

"Given this is the fourth transmission, I hope this means there is only one left to find."

"Yes, but it wasn't easy. Fluttershy was directly controlled by the Master," Twilight replied. Celestia's warm smile vanished and she leaned forward slightly in the projection.

"What? You're alright I hope?" As Twilight replied, Fluttershy's body lit up and vanished in the light of Canterlot's teleporter system.

"Yes, it was a close call though. This 'Master' says she has three other ponies serving her, and she's plotting to take over Equestria." Twilight paused before repeating to her mentor the same conclusion she had given Spike. "And following your aides around has just played into their hands. I feel like I'm always walking into their traps."

"That is a possibility, though this realization comes too late to help," Celestia admitted. "But, we must rescue my aides, their safety is of utmost importance. And, following their signals has worked out for us so far, hasn't it?"

"Worked out?" Twilight couldn't help herself from losing her temper, even knowing she was speaking to the most powerful pony in Equestria. "I've had to fight for my life against ponies and robots and have barely made it through in one piece! You sent me into a warzone with nothing more than some healing salves, a concussive energy spell, and an AI with an attitude problem!"

"Hey!"

"I know," Celestia said. "But, Twilight, please understand. I would not have given you this task if I didn't feel you were capable of doing it. I confess I didn't expect this level of combat from you, and would have better prepared you if I had. Yet you have proven yourself more capable than I'd have thought. You must trust in your own abilities. You've gotten this far, haven't you?"

"So I should feel proud that I'm good at fighting other ponies?"

"No. Be proud you have fought valiantly to save Equestria. And now there is only one more challenge for you to surmount. Once my fifth aide is back with us, you can return to Canterlot, and we can begin discussing how to deal with this 'Master' the crazed ponies serve."

"Uh, yeah, about that." Spike flipped up Twilight's display next to the hologram of Celestia's head, and data began scrolling. "We have a problem."

"Problem?" Twilight asked. The display flashed to a model of a floating system.

"Yeah. I'm tracking the fifth aide, and she's, um…" Spike hesitated. "She's in Cloudsdale."

"Cloudsdale?" Twilight repeated. "As in, the pegasus city?"

"Yeah. And the Princess will tell you, the only aide left is not one you wanna try and take on in the sky. Or anywhere in open air, really. Rainbow Dash sort-of kinda has a reputation as the best flyer in Equestria."

Twilight paled at Spike's explanation. "See? This is the trap I was talking about!" She slumped to her stomach, looking down at the ground. "The best flyer in Equestria is waiting for me in an aerial battle in a pegasus city. Now what?"

"Don't worry, my student, you are more prepared than you realize," Celestia said. "Canterlot's central computer core connects to every satellite and computer in Equestria. We can get an airship under our control to ferry you to the city. And you have studied cloud-walking spells, yes?"

"Yeah, but… Cloudsdale," Twilight said lamely. "It was hard enough climbing a mountain, I'll be a sitting duck in a city full of pegasi in the lower atmosphere."

"You have not been to Cloudsdale, but it is not nearly as treacherous as you seem to think. Provided you have the needed spell to walk on the clouds, you'll be able to traverse the city quite comfortably," Celestia replied. Twilight just groaned again and looked up at the model Spike was displaying.

"This is really all on me?"

"I understand you're afraid, and you are well within your rights in this. You have encountered many hardships, and sadly, more await you still. But I promise you, if I did not think you capable of accomplishing this task alone, I would not be asking it of you. If you wish, I can send some loyal pegasi from the guard corps to aid you. But it must be you to face Rainbow Dash and restore her to her senses. I can trust no one else with this duty but you, Twilight."

Twilight looked up at the transparent image of her idol and mentor smiling down at her, and slowly pushed herself to her feet.

"Alright…alright, Princess." Twilight gathered her courage, her voice becoming stronger. "I'll do it. Alone. Send the transport. We'll head out immediately."

"Thank you, Twilight. And good luck." Celestia's visage vanished, and Twilight took a few deep breaths as she tried to reassure herself.

"You really sure you can do this?" Spike asked. Twilight turned towards the pegasus city and sat down to await the promised transport.

"No." Twilight closing her eyes. "But I have to." Celestia's words rang with her somehow. Even if she was afraid, and even if there was a very likely chance more than ever of not surviving the next phase of her mission, Twilight felt like this was something she had to do. Like something only she could accomplish. It wasn't just Celestia's reassurances and trust. Something else, something inside her, was telling her she had to track down Rainbow Dash herself and try to restore her.

Twilight was about to confront Equestria's fastest pegasus on her home turf miles above the ground, and now there was the additional fear that Rainbow Dash or any number of other pegasi waiting for her could be directly controlled by the Master. Thinking back on all the other crazed ponies she had fought, the sea of glowing red eyes glared at her from her memories. All controlled by this 'Master', apparently with intent to conquer Canterlot. Twilight realized she was almost hoping the Master was waiting for her. Because if she was, then she could put an end to this for good.

Angry now, for the sake of all the ponies this newly revealed enemy had forced her to subdue, Twilight opened her eyes and thought she saw the distant image of a transport ship flying towards the mountain.

"Come on, Spike," she whispered. "We've got a mission to finish."

**LEVEL COMPLETE**

**WEAPON ACQUIRED – FLUTTER STARE**


	6. Dash With It

Mega Mare

Chapter 6 – Dash With It

The enormous whale-shaped airship floated towards the Cloudsdale docks, anti-gravity generators mounted under the whale's fins pulsing in a steady rhythm of orange light. Watching from behind the glass windows of the passenger deck, Twilight waited until it slid into place, long steel platforms moving past her point of view. The door outside clicked, the light above flashing from red to green, and Twilight slid it open and stepped out on the Cloudsdale docks.

During the technological revolution, anti-gravity devices and advances in weather magic had once threatened pegasus prosperity. The governors asked "why rely on pegasi for our weather and airship maintenance docks, when we can build floating cities and robotic drones that do the job just as well?" That was before the pegasi unveiled their own customized weather-producing Multitools and saddles with on-board schematics of every airship model in production. This was shortly followed by a public demonstration that a well-trained team of weather ponies could do the job of a team of drones faster and for less investment of resources, and their mechanics could do the same with regards to airship repairs. That had ended the discussions and the pegasi retained their dominance of Equestria's skies.

As Cloudsdale was the home of the main weather factory of Equestria, it had become the economic hub of the pegasi population. Naturally, some compromises had ended up being made. The city had once been solely made of cloud architecture, but as ponies of the other two races began to frequent the area, it became inconvenient to always have a unicorn on-hoof to cast cloud walking and flying spells. The pegasi had renovated the city, erecting steel and neoplast supports for the cloud passages, anti-gravity generators keeping them floating in place. But they had been adamant about maintaining their own distinct culture from the unicorns and earth ponies, and so there were still many places in Cloudsdale a pony would be wise to avoid unless they had wings.

Twilight stepped down the steel dock and cast the cloud-walking spell. Many of the streets in Cloudsdale were steel platforms wrapped in clouds for aesthetic appeal, but others were just pure cloud constructs, and she wasn't about to find out which were which.

"I don't have a map ready, but I can scan things as we move forward. Hang on," Spike said. Twilight waited and called up her display. A wealth of data about the clouds and air that only a weather pony could appreciate scrolled over her eyes, while a map of Cloudsdale traced itself out, filling in with structures and pathways. A red arrow on the map pointed her towards Rainbow Dash, Spike's scanners unable to penetrate the interference to scan her position directly. The rogue pegasus was deep into the city, quite a walk from the docks. Taking a breath, Twilight dismissed her map, ran her hoof through the four weapons she had acquired to double-check their function, and set off at a slow trot up the stairs into the city.

Cloudsdale's hybrid of technological and pegasi architecture had the best of both worlds. Finely polished neoplast archways sprouted up from cloud streets, gleaming silver steel paths ran between cloud houses, and steel catwalks floated in the air, anti-grav generators humming and glowing orange. A cloud bank on one side held a dock of personal transports, small hovering platforms with railings for non-pegasi to move about the city in. Even if the pegasi had enacted renovations to accommodate the earth ponies and unicorns, it was still unquestionably their city. In many places pockets of cloud gave way to open holes in the ground, or there were gaps where two clouds didn't line up perfectly and a pony could trip and have their hoof go through. She was also noticing a distinct lack of barriers, fences, railings, or any sort of safety features to keep a pony from running off the path. Twilight stayed away from the holes and the gaps and kept to the middle of the path; she didn't need a reminder of how high up she was, and how quickly and easily she could meet her end.

"Spike, any pegasi around?" Twilight asked, looking around the street. It was quiet, reminding her very much of Ponyville, a comparison she was not pleased to make. It was even worse in some regards. She could hear and feel the wind whistling through the city, making her shiver, and with the wide-open spaces, it was even easier than Ponyville to see the city was empty.

"Not yet," Spike replied, "but given that they can fly, they could pop up from pretty much anywhere, any time." Twilight made a face. That was a comforting thought. Pushing it aside, she continued down the cloud streets, her hooves bouncing slightly off the puffy white 'ground'. After a few moments her map lit up with two red dots. "Incoming!" Twilight braced herself as two pegasi swooped down from behind a cloud and steel control tower, teal and lavender. Both of them had Multitools on one of their front hooves and saddles on their backs, slots in the sides for their wings to poke through.

Standing her ground, Twilight fired three magic blasts at the pair. They broke apart as the bolts shot past their flanks and came at Twilight from either side. The teal pegasus raised her hoof, vents sliding opening in the side of it with a small hiss and internal fans whirring to life. She snapped her hoof down, and a blast of frigid air shot down at Twilight. Twilight cried out as small ice crystals bombarded her, a frigid cold shaking her body and shocking her senses. The lavender pegasus meanwhile activated her own hoof, the end glowing orange and steel plates sliding down to elongate it. A gust of scorching wind consumed Twilight and she almost instantly broke into a sweat. The air around her heated up like a blistering summer's day, her coat now damp from the melting frost caked over it.

Shaking her head to gather her senses from the climatic attacks, Twilight looked up as the lavender pegasus flew past her and fired. Her shots clanged off the pony's saddle and she shuddered, streaming down through the air and bouncing along a mass of clouds to lay still. The second pegasus turned in the air and held out her hoof to send another gust of chilling wind down at Twilight. She endured the cold and fired up as the pegasus swooped overhead, disabling her and leaving her to fall to the street. Twilight lowered her head and shook herself vigorously, frost flying through the air. She sneezed and sniffed, the cold still clinging to the air around her.

"Nice going," Spike said. "Be careful around pegasi, they have specialized Multitools for working the weather teams. Snow, heat, rain, lightning, wind, mist. All in their arsenals."

"You could have warned me a few minutes earlier." Twilight's teeth chattered slightly as she spoke.

"I did, it was in the data feed when we got here." Twilight's display appeared and scrolled to that section about pegasus life, the text lightning up yellow. She dismissed it with a huff.

"Well next time emphasize it more, please."

Spike gave her the mental impression of an eye roll, and Twilight returned it. Warming up a bit, she sniffed back another sneeze and continued on. The steel infrastructure was becoming less common now, and judging from her map Twilight was reaching Cloudsdale's central hub, the original city as it had been before it expanded during the technological revolution.

Two more pegasi attacked her as she reached an intersection, coming up through the street itself leaving holes in the clouds. One of them had a rain-generating Multitool and blasted her with what was practically a miniature rainstorm, leaving Twilight soaked and her mane and tail slicked to her body. Fortunately the pegasus was a slow flyer and she was able to bring it down as it passed over her after firing. The second pegasi had another hot air Multitool, along with armored wings with anti-grav engines. It was faster than the first three, and Twilight let it get off a shot, relishing the drying heat before shooting the pegasus's generators and sending it crashing to the clouds.

Twilight reached an open plaza in the clouds and called up her map. To her right was the weather factory, ahead was the flying camp for athletes, and to her left was the civilian district. She'd just emerged from the industrial district, and according to her map, Rainbow Dash was in the athlete camp.

_"Heads up Twilight, got incoming."_ Twilight stopped in her tracks as Spike's warning came in her head. _"And there's something off about it."_ She looked back at her map. A red dot was coming at her from over the buildings, and she looked up, her map vanishing. A winged form swooped down and landed opposite her. The being had a body covered in light brown feathers, save for her head where the feathers turned white. She had an eagle's beak, and while her rear legs were a pair of powerful paws, her front legs extended into shining silver steel talons. The creature's eyes were glowing a familiar red.

"A griffon!" Twilight gasped. The griffon kingdom lay across the eastern ocean in Agriffca. They lived a more predatory and nomadic lifestyle and had few major dealings with Equestria besides political debates for the two to remain neutral to the other. The griffons had only embraced technology so far as it intensified the hunt for them. Equestria had outlawed most of the Multitools the griffons had developed, declaring them too violent, and griffon visitors and immigrants needed registration forms to use them. Twilight didn't care to think what type of features those metal talons could have, but judging from the red glow in the griffon's eyes, she was going to find out.

The griffon flapped its wings and flew at her, talons extended. Twilight dropped to the ground, the talons raking the air above her. Looking up, the griffon screeched at her and turned. With a loud clank and a hiss, the talons flew down on Twilight on long black cables. She dodged them, the talons shooting through the clouds beneath her feet. The griffon descended, the cables retracting into her legs and the talons snapping back into place. Twilight looked up as the griffon flew over her head and fired several blasts. The griffon took them in the flank and cawed in anger, swooping down to come back.

"Alright, time for some heavy artillery." Twilight rose on her hind hooves and reconfigured her Multitool, the end widening and growing thicker. The griffon came towards her, talons launching through the air. Twilight dove aside, the talons whistling past her eyes, and fired the Pinkie Cannon. A shockwave shook the clouds, the griffon taking the blast in the side as she passed, pink streamers and confetti bursting through the air in her way. She squawked loudly and flapped to gain altitude, her talons retracting. She swooped back down and Twilight raised her Multitool as a shield. The griffon's talons shot out to slam into it and catapulted Twilight backwards.

Twilight had the wind knocked out of her from the landing, thanking the pegasus architects for their designs; the cloud cover had held with her impact. The griffon circled around, bringing up its talons to fire them, and Twilight fired the Pinkie Cannon into its chest. The griffon's momentum cancelled and it was knocked back through the air, dropping to the clouds and bouncing down a flight of cloud-formed steps to lay still at the bottom. She was unconscious before she hit the first time, her metal talons slicing into the clouds rising around her.

"Good work," Spike said. "Sorry I didn't have much to tell you there, my databanks don't have much info on griffons. I'm surprised we found one around here, they tend to settle on the coastline cities."

"It's fine, Spike, it isn't your fault." Twilight approached the griffon and lifted one of its talons in her magic. With the owner unconscious the cable was slack and the prosthetic rose into the air freely, its cable danging beneath it. "So, it seems the Master can infect other creatures, not just ponies."

This changed everything then. Berserk ponies was one thing, but if anything with cybernetics was vulnerable, there was no telling what else the Master could have waiting to unleash on her. Twilight had done her thesis to get into the School for Gifted Unicorns on the history of cybernetics and magic. Celestia had only begun to revoke the prohibitions of usage of cybernetics a few centuries, but they had first been developed over a thousand years ago. These days every nation and species in the civilized world had access to the technology, and even some wild animals were subject to the process for various experiments or for certain ecological impacts. Now, apparently any of them could fall victim to the Master's control. Robots like the Silver Wolves and the Windigos were one thing, this was another.

"I can still scan your thoughts," Spike reminded.

"Well, you tell me then. What should I make of this?"

"I think you're right, it's hard to say what could be next now." Spike paused before continuing. "But it's not a big deal. Dragons don't use cybernetics, and short of them what else could the Master possibly have that would be a huge threat? Sure, griffons and zebras are surprising, but they don't have anything really dangerous, and if there were military combat robots mobilizing, they wouldn't be getting out here without a public scare going up."

"I guess you're right." Twilight spoke the words, but wasn't so sure. She hadn't even thought of the idea of the Master infiltrating military compounds and activating the combat drones. Equestria was a peaceful nation and kept them mostly for caution, in case a neighboring nation became hostile, and the robots were kept secured in secret installations closed to public eyes. But they were still combat ready, and if they got infected...

"I said relax. Once we secure Rainbow Dash, our mission for the Princess is over and she can send out the army to bring in the Master, and she'd definitely tell us if military hardware was loose. You're worrying too much."

"Yeah... she would, huh?" Twilight nodded. "Alright, let's keep going and finish up." She had gotten so used to tracking down Celestia's aides one by one this day she had forgotten for a moment that there was only one left to go.

While she had enjoyed the adventure somewhat, being able to explore Equestria and visit locations she had only read about, having to fight crazed ponies was not part of the experience she was going to relish. Now she was looking forward to when she could go back to her normal life as a student and adviser. Twilight looked down at the Pinkie Cannon on her hoof and reconfigured it back to its normal form. The featureless stainless steel looked a little odd to her now after seeing so many weapon configurations emerging from her hoof. She should look at getting theoe weapons programs deleted from her databanks too, they were proving invaluable for this assignment, but she was turning into a walking arsenal.

"One thing at a time, Twilight." She finished her thoughts aloud and put her thoughts of rest and normalcy aside before continuing on. The path to her destination began to climb, flights of stairs leading her past homes and businesses constructed of clouds. Two more pegasi attacked her, Twilight swiftly disabling them. Finding a larger, longer staircase, she took them slowly.

Twilight crested the top to find the Cloudsdale athletics plaza stretching before her. Cloud-carved running tracks dotted the clouds underfoot, and through the air were various obstacle courses. Steel spheres hovered via anti-gravity generators, shooting out puffs of smoke or rays of light over the tracks. Cloud banks hovered in the air carved into seating for spectators, and covered areas for teammates lay against the far side of the plaza in front of a larger building for administration.

_"She's around here somewhere,"_ Spike whispered in her head as Twilight walked into the plaza. The wind whipped her mane out to the side, and she looked around but saw nothing. Calling up her map, she confirmed that this was where Spike had detected their target. Suddenly, he spoke up again. _"Duck!"_ Twilight saw a red dot shoot across her display faster than anything she'd ever seen, and obeyed, dropping to the ground.

A blue blur shot past her, trailing a streak of rainbow light in the air behind it. She looked up to see the blur back around and come at her again, and hugged the ground as the blur swooped past her head. She looked over her shoulder as the blue streak shot up into the air and stopped. The cause was a cyan pegasus with a multi-hued mane, hovering in the air glaring down at her and slowly descending to the ground. The pegasus wore a mechanical saddle with openings for her wings in the side, and had a Multitool on her right hoof, the bottom consisting of a propeller covered by a steel grating. It was different from the others she had seen the pegasi using, with two reinforcement rings around the bottom and thicker plating.

"So, you're Rainbow Dash." Twilight stood up to take a few steps towards her. Rainbow Dash's wings stopped flapping as she dropped to the clouds and fell on all fours.

"Yeah, that's me," she muttered. Her eyes flashed red, and Twilight stopped her approach. "And you're Twilight Sparkle."

"If you know my name, then you must know why I'm here," Twilight replied. "There's only one way this can end. I have to take you back to Princess Celestia. If you fight or not is up to you, but that virus that's corrupting you won't be there much longer either way." Part of her was hoping that she would listen to reason, but she didn't put much stock in that idea. The Master's sway was obviously hanging over Cloudsdale, and negotiations had never worked out yet.

"Please. You think I don't know about this virus?" Rainbow Dash snorted and stood up to cross her front hooves over her chest. Her eyes flashed red again and she flinched, gritting her teeth. "Trust me, I've been fighting my hardest to keep it back. Can't say the same for Cloudsdale though, they're all getting infected and running off. Guess I'm just awesome this way."

_"She's right. I'm reading the same corruption as before, but it hasn't infected her system core yet,"_ Spike said.

"I didn't know anypony could resist it!" Twilight grew hopeful. If Rainbow Dash still had her own mind, then that meant there was some sort of secret to staying that way. "Come back with me, the Princess can fix you, I'm sure she can! Maybe we can find out how you're resisting it and help the others!"

Rainbow Dash swung her hoof out to point her Multitool at Twilight, scowling. Twilight stopped in her tracks, confused. "I don't think so! Yeah, I was fighting it for a while. Then I got word from the Master about you." Rainbow's eyes glowed brighter. "Word about how you were busy down there thrashing my friends!" Twilight gasped.

"I had to free them, they had the same corruption as you!" She gave Rainbow Dash a pleading look. "If I didn't have to fight them I wouldn't have."

"Aw, so you never had a choice in this?" Rainbow Dash snapped. "Like you didn't have any number of chances to run off and let Celestia send someone else?"

"I…" Twilight stopped herself, unable to refute the accusation. It was true, she had been given plenty of chances to turn back and ask Celestia to send someone else. But there had been that sense in the back of her head telling her this was her responsibility; even if Celestia hadn't sent her she would have been out here trying to save them. Every time she had met one of her mentor's aides, she had felt a connection she couldn't explain, the need to do something to help them. In spite of her fears and hesitations, it had kept her going to rescue them. Applejack, Pinkie Pie, Rarity, Fluttershy, and now Rainbow Dash. They needed rescuing, and she had gone along with Celestia's assertion that it was her responsibility.

"I felt like I had to do it." Twilight struggled to explain to her own thoughts. "For… for a friend. To save them." As she said the word, she noted it made no sense. She didn't know any of these ponies outside their berserk virus-induced aggression, and had only heard fleeting talk of them from around Canterlot, even if she served Celestia as an adviser she had never met her aides before. But saying the word, there was a strange sparkling in her chest. Across the plaza, Rainbow Dash sneered at her.

"Good. Then you'll appreciate that now, I feel like I gotta do something for _my_ friends!" The saddle on her body hummed to life, and retractable steel plates snapped out over her wings, sliding down and clicking together to covering them in gleaming silver steel. "I'm feeling like I should send you back to Ponyville the hard way!" Rainbow Dash stood up, crossed her wings and front hooves over her chest, and then snapped them back and held out her Multitool. The propeller spun to life, vents snapped open, and the device began to hum loudly. Twilight braced herself.

Rainbow Dash's Multitool fired a massive funnel through the air. Twilight was flung backwards, rumbling winds filling her ears and spinning her around. She bounced along the clouds, switching her hoof to the Apple Whip and sinking it into a cloud. The chain unfurled to its full length and went taut to stop her as the winds kept pummeling her. Looking back, Twilight saw the edge of the cloud platform just a few hooves behind her, and climbed to her feet as the wind subsided.

"I'm not going anywhere!" She shouted out, assuming a more ready battle stance.

"Wanna bet!?" Rainbow Dash lifted into the air and flew forward, a streak of rainbow color in her wake. Twilight ducked down to avoid her and turned her head, firing off her energy blasts. Rainbow flew too fast to pin down through and her shots fired harmlessly up into the air, violet bursts of light vanishing into the vast sea of blue and white overhead. Rainbow curved around, a sparkling rainbow trail in her wake, and Twilight stood her ground and fired as she came back down at her. Twilight realized she was diving right for her, and leapt away as Rainbow Dash swooped down, vanishing through the clouds below, which reformed a moment after her impact.

"Spike, stay on her!"

"No need, she's right ahead of you!" Twilight looked up to see Rainbow already emerging back above the clouds and turning vertically to dive at her again. Twilight barely got to her feet and jumped away before she streaked past, leaving another temporary gap in the cloud lining. Twilight pushed herself to her feet and looked around for Rainbow's second emergence. She didn't have to look long, Rainbow burst up from the clouds and Twilight opened fire. Once again though the pegasus proved unable to pin down easily and evaded her attacks as she turned into another dive bomb. Twilight barely had time to fire a shot in a desperate attempt to land just one, before she was rolling aside to avoid being tackled through the clouds again.

"She's too fast!" Twilight's eyes darted around the cloud barrier waiting for the next attack. Rainbow Dash was comparatively more hands-off than her other foes so far, but they were fighting in Cloudsdale, her territory. She didn't need to attack with weapons, a blast of wind or a tackle through the cloud barrier would let gravity do the work for her. Twilight pushed away the mental image of what would happen when those dive bombs found their target and ran through her arsenal of weapons. The Apple Whip would be much too slow if her concussive blasts couldn't land a target, the Pinkie Cannon was strong but easily avoided with Rainbow Dash's speed, and she wasn't using projectile weapons so the Rare Shield wouldn't be any help.

_"So we only have one choice,"_ Spike said, coming to the same unspoken conclusion she had. Twilight gulped and saw Rainbow Dash coming up.

_"You're sure this won't be too much?"_ She asked. She didn't want to have to resort to this, not after what Fluttershy and the Master did to her. But she had to rein Rainbow in, and she couldn't just dodge her forever.

_"It'll just confuse and disorient her for a second, and she's a pegasi so she'll just hit off the cloud barrier and be fine,"_ Spike replied. Twilight took a breath as Rainbow turned to come at her, and felt the electronics that powered the lights on her saddle whir into action.

With a calculated series of bright white flashes from the lights on Twilight's saddle, the Flutter Stare blared into the air. It only lasted a split second, but the results were self-evident. Rainbow Dash blinked rapidly, cried out in surprise, and suddenly drooped in the air, narrowly missing Twilight and landing in a tangled heap on the clouds behind her, dazed. Twilight didn't squander her opening, lowering her horn and firing several energy bolts at Rainbow's saddle and wings. Rainbow came to her senses after a moment and jumped out of the way, hovering in the air and scowling down at her.

"That's Fluttershy's skill!" Her rose eyes flashed red. Rainbow drew her arms over her chest, and the metal coverings over her wings began to beat, the hum of mechanics growing louder. From casual flapping they rose to a blur of motion in seconds, beating so fast they appeared a blur. A powerful gust of wind kicked up, slowly pushing Twilight's hooves back over the clouds. She strained to stay standing, tempted to try to step forward but afraid to lift even one of her hooves. Fortunately, Rainbow Dash realized it wasn't working well and dropped to the clouds, her wings slowing. Twilight didn't have time to enjoy the relief though, because Rainbow raised her hoof and blasted another tornado at her from her Multitook. Twilight was flung back, landing on her back and rolling. Stopping, she looked out and saw the edge of the cloud cover not far, and scrambled to her feet to back away.

"We gotta stop this before she blows me away, literally." She looked back to see Rainbow in the air again.

_"I'm running through every option we have. Other than keep running and avoiding her, I've got nothing,"_ Spike said. The concern in his voice did little to soothe Twilight's nerves. She dodged Rainbow's tackle and ran back to the center of the plaza. Rainbow Dash shot through the clouds from below and banked into a downward angle. The Flutter Stare flashed again, but this time Rainbow only wobbled in the air, staying airborne. Twilight realized she must have closed her eyes before taking the full brunt of it. Still, she slowed for a few moments and Twilight took the chance to get in a few shots before Rainbow turned and blasted another tornado at her from her hoof. The flung Twilight back again, and she shook her head to get her bearings when she stopped.

Rainbow emerged from the clouds again, but instead of flying up to dive again, she stopped in the air and turned towards Twilight, wings flapping furiously to send another windstorm at her. Twilight ducked down to her stomach to endure the gale, her mane and tail fluttering behind her. Rainbow's wings stopped and she dove below the clouds once more. Twilight whirled her head around to watch for where she came back, and didn't have to wait long. Rainbow Dash dove down, holding out her hoof. Twilight didn't wait for the attack, the Flutter Stare lit up the air and Rainbow Dash dropped to the clouds once more. Twilight fired upon her saddle and wings, Rainbow getting up and turning to Twilight, Multitool raised. A tornado blasted Twilight backwards over the clouds, and Rainbow Dash flew off.

"I'm ending this!"

The rage-filled shriek made Twilight turn her head to see Rainbow Dash coming straight at her, holding her hoof out. Twilight steeled her nerves and galloped towards her foe, her horn lighting up. As she ran she sent the command, and her hoof reconfigured, three metal rings emerging on the sides.

With only a few hooves between them, Rainbow fired her tornado, and Twilight leapt forward, holding her hoof up and firing the Apple Whip. The force of the launch overrode the wind power, Rainbow flying into the claw. It latched to her wings, and when the tornado knocked Twilight through the air, Rainbow Dash being pulled along with her, flailing her hooves and crying out in surprise. Twilight landed on her feet, Rainbow impacting in front of her. Twilight stood up and snapped the Apple Whip over her head, jerking Rainbow Dash towards her and loosening the claw to retract it. Rainbow flew over Twilight's head and she aimed carefully. The silver saddle on Rainbow's back lit up in violet light as Twilight's blasts bombarded her, the force driving her further through the air. Rainbow Dash landed and spun across the clouds, limbs sprayed out around her. Her head dropped heavily, and she was still.

Twilight blinked rapidly, breathing heavily. "Did we… get her?"

"We got her," Spike replied. She took the news as the chance to act on her feelings and fell to her side on the clouds. The adrenaline rush of the fight wore off. Now she felt so dizzy about the constant rolling, dodging and being blown through the air, she thought she was ready to pass out.

"Good… good." Twilight closed her eyes and tried to catch her breath. "Just… gimme a moment… gotta stop spinning… Spike, make it stop spinning..."

"I'll get right on it." Spike dismissed her tired babbling and scanned Rainbow Dash's systems. Twilight slowly cracked open her eyes to watch and make sure she wasn't getting up. She didn't think she had it in her to keep going with a fight like that. "Rainbow Dash is head of Ponyville's weather team when she's not doing work for Celestia, so she has a more advanced model of Multitool, it packs a lot more power and options. That's how she was able to create those directed tornadoes. The schematics for it are pretty simple, it vacuums in air through the vents on the sides and blasts them out the main port at high speeds. Your own Multitool can create it just fine. It's just a matter of legal authorization to use them, and under the circumstances I think Celestia would understand."

"Great…" Twilight's breathing had evened out, and she felt the familiar whirs and clicks of her hoof as Spike arranged the parts of her Multitool. She looked at her hoof and saw three air vents opening up on the sides with small propellers behind them. The plates on the bottom of the hoof parted and slid back to reveal a larger propeller, the construct letting out a low hiss as the components finalized their position. "We'll try it out later," she said, waving her other hoof in the air. "We're done now, right? No more?"

"Yup. With Rainbow Dash subdued, the mission's done," Spike said. Twilight slowly climbed to her feet.

"Good, because after that I'm ready for a rest. Dial up the Princess and let's call it a day." Twilight waited as Spike carried out the command, sitting down and waiting for the familiar smiling visage of her mentor to fill her field of view. After several seconds, she noticed it wasn't happening. "Uh, Spike?"

"Something's going on." Spike sounded confused. "I'm sending the transmission to the princess's console, but she's not responding."

"That's strange." Twilight thought for a moment. "She may just be away for a minute. Call up the teleporter room, they can handle it."

"Roger." Spike went to work, and a few moments later Twilight's horn projected the blue hologram of a unicorn stallion wearing a pair of orange-tinted goggles.

"Eh? Who's this 'ere?" The stallion raised a hoof into the view of the hologram to push his goggles up and glared. "I ain't got time for this now, hurry it up!"

"Quantum Drive, this is Twilight Sparkle," Twilight said. "I've been out helping Princess Celestia today, remember?" The suspicious look vanished as the engineer recognized her.

"Oooh, the little missy who's been sending us back unconscious ponies. You'd better be getting that rump back here, missy, we've got a problem!"

"What!? What's going on?" Twilight exclaimed. Quantum Drive was usually calm and collected, he only ever became frazzled like this when there was an emergency.

"I'll explain when you get back 'ere, dialing you in."

"Don't forget Rainbow Dash!" Spike shouted. Quantum Drive didn't reply, but must have heard him, because as Twilight saw the familiar sparkles of teleportation engulf her and felt the slight queasiness of the effect, she saw the same sparkles appearing over Rainbow Dash. The two mares vanished, Canterlot's teleporter systems racing them back to the capital at the speed of light.

**LEVEL COMPLETE**

**WEAPON ACQUIRED – RAINBOW TORNADO**


	7. The Ponies of Shadows

Mega Mare

Chapter 7 – The Ponies of Shadows

Twilight emerged on one of the glowing cyan teleporter pads, waiting for the effect to wear off for safety concerns before dashing down the elevated platform. Quantum Drive was at the command console overseeing Rainbow Dash's arrival on a second pad. The dark red unicorn stallion had a cutie mark in the shape of a blue spiral galaxy and a mechanical saddle full of assorted tool attachments hanging off his body. Twilight's attention, however, was on the blaring sirens and spinning red lights that were lining the hallway out of the room.

"Quantum, what's going on?" Twilight ran up to him and looked up expectantly. The gruff older stallion didn't respond right away, his dark green eyes trained on the control panel in front of him. The silver goggles pushed up on his forehead lit up in an aura of orange light and pulled down.

"There's been an attack, missy," Quantum Drive said, looking at Rainbow Dash to make sure she finished teleporting before turning to face the mare. "I've been told to stand by 'ere if you came back, now that you 'ave, you'd best leave, for your own safety. I 'ave my cousin Flux Capacitor on standby in Hoofington, he'll see that-"

"Whoa whoa, stop! I'm not going anywhere!" Twilight shouted. "What do you mean we've been attacked? Is the Princess safe?"

"In a sense of the word, aye. She's 'oled up in the medical wing with the other four ponies you've sent back, went to protect them. Someone infiltrated us through the docking bays, an army of ponies wi' glowing red eyes."

"It's the same ponies I fought out there!" Twilight looked down the hall. Quantrum Drive pressed a few buttons on his control pad.

"Aye, that's what the Princess figur'd. Now I 'ave my orders, missy, to get you to safety, so if you don't mind-"

"I do, actually." Twilight narrowed her eyes. "Quantum Drive, stay here and watch Rainbow Dash!" Twilight tore down the hall out of the teleporter room, ignoring the sirens and the shouts of Quantum Drive behind her. Instead she headed to the lifts up to the main halls of the building. "Spike, scan the building, I want enemy locations and I want them now."

"Already been on it, gimme a minute." Twilight reached the lifts, glass tubes stretching from floor to ceiling, just large enough for a pony to stand inside comfortably. She knew the building by heart, these lifts should take her right to the floor with the medical wing. Pressing a hoof to call one, it didn't respond. "It's shut down, the building is in lockdown," Spike said. Twilight growled.

"Great, stairs it is." She turned and ran up the stairwell beside the lifts, her hooves skidding on the smooth floor as she turned around on the landing. These stairs only went one up floor to the ground floor of the building, then she'd have to find the main stairwell higher up to reach the medical wing. Twilight emerged on the ground floor in record time.

The Republic Headquarters had once been a castle, renovated centuries ago when Celestia shifted Equestria's government from a monarchy to a republic, but it still had the architecture of a royal castle. These lower floors were from the original castle, made of stone and wood with carpeted floors over black and white checkered tiles. Gold details decorated the doorways and the edges of ceilings and floors, and tapestries depicting artistic interpretations of ponies and Celestia hung from the walls, lit in various tones by the light of stain-glass windows. Alcoves had been dug out in the walls to allow for security measures like cameras, force fields, and information screens and intercoms. One such security measure now blocked the exit to the courtyard, the doors covered by glowing yellow force field of stored alicorn magic from Celestia. Twilight began running down the hall, her Multitool clanking loudly and leaving imprints on the carpet behind her.

_"T-Twilight?"_ She skidded to a halt as a familiar voice warbled in her head, her hooves scratching the carpet.

_"Princess Celestia?"_ She thought back.

_"I was able to link to the medical lab's computers, but there's a lot of interference even at this range,"_ Spike said. Twilight almost didn't hear him, her focus on her mentor's voice as she began to speak again.

_"Tw – light, you m – stop them. – eed my ai – to stop the Ma –."_ Celestia's heavily distorted voice crackled in between bursts of static and high-pitching whining._ "They can br – my shie – not sure how much –."_ The transmission went dead, static filling her mind, and Spike closed the channel. Twilight looked up at the ceiling. Somewhere overhead, her mentor, the ruler of Equestria, the Princess of the Sun, was in a medical lab with her four incapacitated research aides. Cornered, possibly alone, and from the sounds of it, not secure. If one of these berserk ponies got to her, could Celestia herself being infected by the Master's corruption?

"Twilight, I'm scanning a lot of ponies around here," Spike said, bringing up the map. Twilight heard him, and saw the map he was displaying which was swarming with the red dots of hostile entities.

She didn't care.

It was one thing to harm corrupted ponies to stop them before they hurt her or somepony else. But this was a deliberate attack, on Canterlot of all places. And whoever was leading it, if Celestia's mangled words meant what she thought they did, they were after the Princess and she was having trouble fending them off. That meant whatever was doing this was dangerous, to her, to Celestia, and to Canterlot, and had come with intent to seize her. To capture the most precious pony in Twilight's life, her mentor and idol. While she had been out there fighting the Master's servants, the Master had planned this attack behind her back.

There was only one option.

Twilight steeled her nerves, pushing her fears and hesitations and doubts away until only her determination and anger remained. Her horn lit up in a violet aura, the steel plates on her hooves clicking in anticipation. Twilight pawed the ground and snorted, glaring angrily.

"Come on, Spike. Let's _move_!"

Twilight dashed down the hall and turned to the passage leading to the stairs. Two unicorn stallions turned as she appeared, their horns wrapped in magic-focusing metal bands. Their horns lit up in blue and gold auras and they lowered their heads to fire blasts of like-colored magic down the hall. Twilight noted with disinterest these were stronger than her concussion blasts, perhaps they were guard ponies off-duty. Didn't matter, she had already been shifting her hoof before the blasts fired. The Rare Shield detached from her Multitool and floated up into the air, the gems catching the blasts and shooting them back, blue and gold bursts of magic accompanied by Twilight's own violet. The two unicorns took the blasts full in the chests and fell to the side with sharp cries of pain as Twilight galloped past them, the Rare Shield gems disassembling and locking around her hoof again.

Twilight rounded the corner and found three earth pony mares charged towards her. One had a head above the eyes covered in metal, the other two had Multitools. One of them was already transforming, something with a pointed spike of some sort. Twilight barely even noticed. Her own Multitool changed fast and she threw her it up and fired, the claw of the Apple Whip digging into the hallway wall. Twilight retracted the chain to swing over the mares, withdrawing the whip into her hoof as she turned in the air and reconfiguring it in an instant. The three-ringed construct widened and shortened into the Pinkie Cannon, and Twilight fired. The carpet tore apart and the walls cracked as the energy orb exploded in front of the three ponies, flinging them back through the hall. The trio was only dazed, but by the time they came to their senses, Twilight was already gone and around the corner to the next hallway, scraps of torn red carpet and chucks of white rock falling in her wake.

"The passage to the stairs is up on the right, but the ceiling has caved in. We need to circle around on the balcony," Spike said. Twilight ran past said collapsed hall, turning her head and jumping to avoid an energy blast from a unicorn standing in front of the blockage, and landed to fire her own return shots. He stumbled and cried out, which was enough for her. Twilight ran down the hall, seizing the door in her magic and flinging it open, never slowing down.

On the balcony, two pegasi ponies flew at her, weather generator Multitools whirring to life on their hooves. Twilight saw them out of the corner of her eye and didn't even bother to turn her head, her saddle whirring to life. The Flutter Stare flashed and the two flying ponies lost control. They crashed into the wall and dropped to the ground behind Twilight as she kept running.

Three biological hooves and one steel one skidded on the tile as Twilight turned and galloped through the doors back into the castle. She stopped as two golden armored royal guards turned to her, eyes glowing red. Twilight didn't bother to think it over any further than the fact they were corrupted. She switched her hoof functions and rolled aside as one of the guards ran past, then climbed to her feet and fired the Pinkie Cannon. The armor took the brunt of the blast, sending the guard sprawling to his side in a shower of pink energy.

His partner was a unicorn, a magical energy cannon on the side of his armor. The cannon was glowing yellow, the unicorn's horn pouring power into it. Twilight didn't give him a chance to fire it and reconfigured her hoof, vents popping open and propellers extending from their hubs. The Rainbow Tornado launched the guard backwards along the carpet, a barrage of energy bolts shooting between the winds. They caught him on the hand and he slumped down unconscious, and lavender hooves galloped past him as his eyes drifted closed.

"Sensing a lot of enemies up ahead," Spike said. Twilight didn't bother to confirm she heard him, he'd know already anyway. She turned down the last corner leading to the stairs and saw five ponies standing there, two unicorns and three earth ponies, one of the three in guard armor. The two unarmored earth ponies saw her and charged, Multitools shifting into elongated spears, and the unicorns lit their horns up in magic auras. Twilight simply dodged one of the earth ponies as he leapt at her, his spear tearing a gouge in the carpet, and she ducked the other's spear. Her hoof reconfigured and the Rare Shield gems popped up in front of her, absorbing the red and yellow energy blasts from the unicorns and firing them behind her to incapacitate the two earth ponies.

Twilight recalled the gems back to her hoof and launched a counterstrike. A barrage of magic bolts took out one of the unicorns, the earth pony guard however defended the second, Twilight's shots bursting against his armor and fizzling out. The second unicorn fired another trio of magic shots, but they failed to find their target. Twilight flew through the air, the Apple Whip's claw lodged in the wall. The guard pony attacked her as she landed behind them, Twilight fired the Apple Whip again to pull herself against the other wall, and she reconfigured her hoof as she rolled to avoid the unicorn's attacks. The earth pony guard was still standing in front of the unicorn protectively, but not for long. Twilight swung her hoof up and fired the Pinkie Cannon directly at the guard's chestplate. The blast knocked him back into the unicorn, sending both flying, bright pink energy exploding in a deafening burst of noisemaker sounds.

Twilight turned away and ran down the hall, finally finding the stairwell to the upper floors. The passage filled with the sound of her hooves clicking on the stairs as she dashed up them, stumbling on a few steps but not stopping. The medical bays lay on the sixth floor, she kept track of the doors back to the hallways of the building as she passed them. As she reached the landing for the fourth floor there was a clamor below and Twilight looked down the gap between the winding stairs to see several more ponies running up after her.

"We're gonna be cornered if they catch up to us," Spike said. Twilight raised her hoof as she circled the next landing and fired the Pinkie Cannon three times. The stairs exploded in a flurry of confetti and debris, the shockwave blowing Twilight's mane out behind her as she watched through the dust. The landing of the stairs and parts of the stairs themselves fell below, stone and steel and neoplast raining down in pieces as big as her hooves. She heard cries of surprise from below and scanned what was left of the stairs. Satisfied there wouldn't be anypony following without the aid of wings, she turned back and continued her ascension.

Twilight stepped out on the sixth floor. From the fourth floor and above, these were the renovated and new areas of the old castle. The walls were shining neoplast alloy with light blue steel pillars running along them every few hooves. Information postings projected on the walls from emitters set opposite them, and a flat blue beam of light for transport carts and medical capsules ran along the center of the floor under a pane of clear neoplast, pulses of white light shooting down it. While the original castle was for aesthetics and culture, the modern additions were for function and practicality. Twilight ran down the hall towards Celestia's lab and skidded to a halt, the doors sliding open. She ran inside and looked around.

"Celestia!?" Twilight's eyes quickly scanned every corner of the room, but there was no sign of the Princess.

"Twilight, she's in the medical labs with the aides, remember? Down the hall, take a right, room six-oh-fiiiiiii!" Spike's explanation turned into a shout of surprise as Twilight spun around and sprinted out of the room, nearly banging into the opposite wall as she turned to head down the hall.

_"STOP!"_

Twilight's Multitool suddenly stopped moving and she pitched forward over it. Laying on her back Twilight glared, recognizing the claws of the Apple Whip digging into the floor, gouges scraped into the neoplast. Spike's hologram had vanished from her back and was projecting itself in front of her eyes, the dragon's claws folded and his eyes narrow.

"What!?"

"We're gonna save Celestia, yeah, but there's a problem," Spike said, his holographic eyes flickering. Twilight felt control of her Multitool return to her and rolled to her hooves. Spike kept looking up at her. "I'm detecting seven ponies up ahead, and judging from these familiar signatures, they're guards. And considering what we saw downstairs, they're probably not friendly." Twilight looked over her shoulder and down the hall where the next passage branched off. "Yeah, its guard ponies alright. Three earth ponies and two each unicorns and pegasi. Now, do you wanna run in guns blazing, or do you want to think of a plan?"

Twilight took a few deep breaths and looked down at her Multitool.

"I don't see why we need to pick one over the other," she replied. Spike smirked.

"Good enough. Now, watch and listen." Twilight's display flashed to life and she looked intently at the diagram Spike was laying out.

* * *

The seven guard ponies stared ever-ready at the intersection ahead, the unicorns already charging their horns. Waiting for the inevitable arrival of the mare that had fought her way this far faster than any of their leaders had expected, they were not going to be surprised.

A glowing pink orb of energy suddenly fired from around a corner and hit the wall, sending a cloud of dust and debris into the air in a mighty explosion. The unicorns opened fire into the cloud, yellow and blue bolts of magic piercing the dust rapidly as the other five watched. Stopping as the dust began to clear, the unicorns joined them in looking for the foe. A shadow galloped out of the debris, smaller shadowed forms surrounding it.

The smoke parted and Twilight dashed out, the Rare Shield fired back the energy blasts. The reflected shots focused down one of the unicorns, and he reared up and fell on his back. Twilight recalled the gems around her Multitool as the earth ponies and two pegasi charged. The thick singular band of the Rare Shield split into three, and the Apple Whip fired at the wall. Twilight pulled herself up into the air, the Flutter Stare shining from her saddle. The other six ponies below her cried out and stumbled back in confusion. Twilight raised her legs as she swung through the air to buck one of the disoriented pegasi flying towards her, knocking him back to lay on the carpet.

Dropping down and retracting the whip, Twilight shot several magic bolts at one of the two earth ponies. He fell over, the other two charging her, Multitools on their hooves extending into spears. Twilight responded by raising her transformed hoof and firing the Rainbow Tornado at them. The cyclone blew them back down the hall, and now the second unicorn had come to his senses and was ready to fire. Twilight rolled side, shifting her hoof again as she did so, and when she got to her feet she fired the Apple Whip into the air. It latched itself into the underside of the armor of the pegasus hovering overhead, and with a snap of her hoof, the pegasus came crashing down on his companion, the one shot he managed to get off going wildly and firing past her head. The Apple Whip snapped back into her hoof, resetting to its default configuration, and Twilight spun around ready to fire at any of the guards that might be coming at her from behind.

She found none. Around her littered about the hallway, the seven guard ponies were either unconscious or too dazed and weary to fight any longer, groaning and barely moving. Twilight panted heavily and looked between each of them, her eyes wide. The air still crackled with electricity from the magic and technology blasts, debris from where she had blown apart one wall with the Pinkie Cannon littering the floor. The same wall had a crater blown in it with cracks running out from it. Her on-board energy generator for her systems was almost down to emergency back-up power, too much usage of her Multitool in too short a time draining its reserves faster than it could recharge them.

Twilight looked at one of the nearest guard ponies and cautiously reached a hoof out, stopping before she touched him.

"Are they… did I… "

"They're all alive, and none of them have fatal injuries. But they'll be sore for a day or two," Spike said. Twilight swallowed heavily and looked down at one of them. They were loyal and true guards of Celestia and the Republic, they all took life-long oaths to protect the crown when they finished training. But even they too had been helpless before the Master's influence. Glaring down at her Multitool as if it was the offender in this act, Twilight gritted her teeth.

"We had no choice. We need to rescue the Princess. When they come to their senses, they'll understand."

"Yeah."

"And when we're done this, I want these weapon programs erased from my databanks."

"You said that before. Well, thought it."

"And I mean it… _after_ we deal with the Master."

"Yeah. But first, now that we have a minute." Spike's hologram flashed out of existence from her saddle and reappeared in front of her. "Seeing as I'm just a projection, I can't actually do this, but..." he reached out a claw and lightly smacked Twilight on the cheek. The light-blue limb passed through her to the other side, lighting up brighter where her face interrupted the projection. Twilight stared down at him surprise as he glared.

"Celestia means a lot to me too, and so do you! And I'm not just saying that because she programmed me to think it. She gave me to you to help you, and if that means I have to stop you from acting stupid, that's what I'll do. The next time you feel like getting as reckless as you were down there, I'm taking over that Multitool and I'm not giving it back. Got it?"

Twilight smiled and knelt to face the hologram on eye level. Spike's expression softened.

"Got it. We're a team, right?" Twilight replied, holding out her biological front hoof. Spike made a fist and bumped his projected claw against it.

"Right."

"I promise, the next time I act reckless and stupid, I'll let you help me."

Spike grinned and nodded. "That's more like it." His hologram flashed back to Twilight's saddle. "Now, we have a Princess to save, don't we?"

"Yes. Let's go." Remembering what had driven her rage in the first place, Twilight galloped down the hall and turned to the hall that contained the medical labs. It wasn't hard to figure out which one Celestia had hidden in with her wounded aides, a glowing yellow barrier of energy was surrounding one doorway. Standing outside the door to the sealed lab was an orange unicorn with a bright red and orange mane. Her left hoof was a steel Multitool, and a steel implant covered her horn and ran down to her skull. Said mechanical horn was glowing cyan-blue and was firing a beam of energy at the yellow barrier. The unicorn's eyes pulsed with red light.

_"They got her too!?"_ Twilight cried in her mind.

_"Her? Who's her?"_

_"Sunset Shimmer. She's another student of Celestia's, has some major ego problems though. I've only spoken to her a few times."_

Celestia had four students that Twilight knew of, hoof-picked several years ago from the School for Gifted Unicorns to teach personally. Twilight knew the other three but only met them rarely since Celestia preferred to keep them separate to discourage competition. Aside from her, there was Moondancer, Twinkleshine, and Sunset Shimmer. The other two, when she had met them, Twilight got along with fine. Sunset Shimmer on the other hand had always had a chip on her soldier, acting like she was the best of the four and making remarks that Celestia was wasting her time with the three of them.

As Twilight watched, curious more than cautious, Sunset focused and pressed her horn towards the barrier. The blue energy of her magic was being absorbed by the yellow of the barrier, the colors were slowly changing.

_"There's no way a unicorn could break through alicorn magic...is there?"_ Twilight asked in her head.

Spike gave the mental impression of a shrug. _"As far as I know it's impossible. But, it looks like she's doing it somehow. It's taking time, but the barrier is getting weaker."_

"Hey!" Twilight shouted. Sunset jerked at the sound and turned her head, her attack on the barrier ceasing. At the sight of Twilight, recognition dawned in her eyes, and she smirked.

"So, at last Twilight Sparkle arrives." Sunset walked away from the door and stood down the hall opposite Twilight. "You're too late. Our leaders have what we need. You're wasting your time here."

"Really? Because to me it looks like you're still after Princess Celestia," Twilight replied. "And I'm not about to let that happen."

Sunset laughed and tossed her mane. "And who's about to stop me, you, Sparkle?" She stood up on her hind hooves and snapped her Multitool out to the side.

Twilight rose on her hind legs and snapped her own Multitool out. "I may not have combat spells, but I've got weapons now. What do you have?"

With a smirk, Sunset Shimmer responded by activating her Multitool.

A gout of solid orange flame shot out of the Multitool, forming a blade of fire in the air. Sunset lowered her arm and held it behind her, the tip of the blade bathing the floor beneath her in orange light. Twilight gulped, her eyes wide, and took a step back.

"Wasn't expecting that."

"Me neither." Spike replied.

"Any ideas?"

"Run?"

Twilight about to agree with him, when Sunset Shimmer charged. Twilight rolled aside as the blade of fire slashed the air, scorching heat in its wake. Sunset turned and brought the blade down again. Twilight ran aside the blade struck the floor beneath her, leaving a long black scorch mark. With some distance between the two, Twilight raised her hoof and shifted it into the Pinkie Cannon. The glowing pink energy orb exploded at Sunset's feet and sent her flying back down the hall. She landed on her back and bounced, landing on her feet and skidding backwards, her torch extinguished for a moment.

"Well, you weren't kidding about picking up some weapons at least," she growled. "Good. That makes this sporting!" Sunset stood upright and held out her hoof, firing a large orb of flame towards Twilight. Twilight rolled to avoid it, the floor glowing orange and her coat heating up as the fireball passed by her, and got to her feet in time to see a second fireball coming towards her. She dodged this one as well and got to her feet to see Sunset coming at her, her torch-sword extended again.

Sunset Shimmer leapt through the air and stabbed down, the torch deflecting to the sides as she hit the ground. Twilight however had already moved and was about to fire the Pinkie Cannon, but Sunset swept her arm up. Twilight leaned back, staring in horror as the flame sword passed only inches in front of her eyes, the air rippling in the heat. Sunset advanced, pushing Twilight back down the hall with wide, sweeping swings and spinning in place to keep the blade moving towards her.

"Hold still!" Sunset swung the sword down over her head and Twilight dodged aside, but too late. She screamed as the flaming blade made a glancing blow down her front biological hoof. The smell of burning fur hit her muzzle and her dodge turned into a tumble. Twilight groaned and looked down at her hoof. The fur had been scorched black, and trying to move it sent searing pain up her body. A shadow fell over her and Twilight forgot that as she saw Sunset Shimmer leaping through the air towards her. Twilight swung up her mechanical hoof and fired. The force of the Pinkie Cannon detonated on a direct hit and threw Sunset through the air. She landed on her back and slid back along the ground, groaning loudly.

Twilight stood, ignored the protests from her injured hoof, and charged, hooves clacking against the tiled ground as her horn blazed a stream of energy bolts. Sunset cried out from the blasts and swung her torch to block them, violet bursts of magic filling the air as the fires dispersed the attacks. She rolled onto her feet as Twilight approached her, and stabbed forward. Twilight saw the attack coming and dropped into a roll. The torch sword passed over her head, heat making the air ripple before her eyes. She rolled to her hooves behind Sunset and raised the Pinkie Cannon.

The explosive sound of noisemakers filled the air as Sunset Shimmer catapult forward. She hit the ground heavily and didn't move, her torch sword dying down and vanishing back into her hoof. Twilight didn't need to ask Spike for an analysis, the short-range blasts she had delivered from her most powerful weapon was assurance enough of her victory.

"We did it, she's out." Apparently though he didn't catch that thought.

Twilight fell to her stomach and looked at her saddle. A hatch clicked open with a small hiss and she floated a healing salve in front of her. The cap popped off and Twilight poured the blue gel over the burn, wincing and forcing herself not to whimper at the cool liquid hit the skin. The pain of the burn soon faded to a dull ache as the gel absorbed into her flesh, and after several seconds it was little more than a slight tingle. Twilight let out a breath. The fur was still blackened, but at least the pain was gone.

"You'll be alright," Spike said.

"Yeah... still, let's not do that again," Twilight replied. Restored, she stood and approached the shimmering yellow barrier over the doorway to the lab. "So, now what?" She pressed a horn to the barrier, and was not surprised by the amount of magic repulsing her. Twilight had to physically keep herself upright, the barrier's energy could have thrown her down the hall. "Spike, can we contact the inside of the lab again?" She pulled back and turned to her assistant's hologram.

"I'll give it a shot," he replied. Twilight felt her components whirring, and after several more seconds of silence from Spike, the barrier shimmered and faded away. The doors opened soon after. Twilight ran forward to wrap her hooves around Celestia before her mentor could move to greet her.

"We made it… you're safe…" Twilight whispered into her mane. Celestia raised a hoof to return the gesture.

"Yes. And so are they." Celestia stepped back and nodded at the side of the room. Twilight turned. Applejack, Pinkie Pie, Rarity, and Fluttershy, lay asleep in transparent floating white and blue medical capsules, covered by panes of blue-tinted glass. Wires connected to their various cybernetic components, and computer monitors at the end of each capsule displayed vital signs and other data.

"Any luck finding out what's wrong with them?" Twilight asked, approaching them.

"Yes. They all share the same type of viral corruption in their databanks; it overrode their biological functions to drive them violent and aggressive. I've been using my magic to cure them. It's taking time to fully purge their systems, but they'll be back to their normal selves soon."

"Rainbow Dash is down in the teleporter room, if the crisis is over we can have her brought up," Spike said. Celestia walked over to the medical lab console, and with a glow of her horn data streams and maps appeared on the monitors. She looked over them, her face tightening in a look of concern.

"Many guard ponies fell victim to this corrupting virus, and now the enemy's forces are withdrawing with them in their ranks. And it seems that they compromised the building's central core."

"Did they take anything of value?" Twilight asked.

"No, just medical data and telemetry for Equestria's satellite systems. Nothing of value, much of it is publicly available. But it is more the act than the target that troubles me. Canterlot's central core has a magic-tech security system that locks down the entire core if breached. It's the best virus defense in Equestria, only alicorn magic can bypass the locks. And only alicorn magic could break my barriers, but Sunset Shimmer was slowly succeeding at doing just that."

"So how could these ponies do it?" Twilight looked up at Celestia. Celestia just kept staring at the monitors, her expression one that Twilight didn't recognize: sadness and fear. "Princess?"

"I have a theory… I pray it is incorrect…" She didn't say anything more, and Twilight let the matter drop. The medical console's communicator beeped, and she answered it when Celestia didn't react.

"Twilight Sparkle here." She heard a low groaning before a familiar voice answered her.

_"This is… ugh… Quantum Drive…_" The engineer sounded faint, and Twilight narrowed her eyes.

"Quantum, what's wrong? Are you alright?"

_"They… got away… sorry, Twilight…_" Quantum Drive's next words were difficult to make out through the pained mumbling, but he had said enough.

* * *

Twilight sighed and hung her head. "I'm sorry, Princess."

"Don't be, my student," Celestia replied. "We were not ready for this."

The two mares had accompanied a trio of guard ponies to the teleporter room to find Quantum Drive laying wounded from a high-powered blast of magic into his side, his red coat turned black. The room was otherwise empty, and he had stayed awake long enough to confirm to Celestia and Twilight that a trio of cloaked ponies had swept into the room and teleported away. He had been able to hide Rainbow Dash's unconscious body in a maintenance hatch under the floor, thankfully the guards had successfully retrieved her and took her to the lab. Rainbow was now in a medical capsule with the other four ponies awaiting healing from Celestia.

"So, what's our next move?" Twilight asked. Celestia hesitated and looked up at her computer.

"I told you before, Twilight, that my aides were doing very important research for me. I believe these ponies attacked because they desired this data from me and my aides."

"What have they been doing for you?" Twilight came closer and waited for the answer.

"A particular computer program, fragmented for each of them to research an aspect of it. A program I believe this 'Master' of the berserk ponies fears. Without all five fragments, the program is incomplete and useless. Had they found Rainbow Dash, or been able to penetrate my barrier, an even worse crisis could be facing us now. We have been fortunate, though." As Celestia explained, Twilight realized what her mentor _wasn't_ saying as well, and patiently let her finish before voicing it.

"You know who the Master is." Celestia's eyes widened at the calm accusation and she looked down at her student. Twilight met her gaze evenly. "You know… no. You've_ known_ who it is."

Celestia hesitated. "I had suspicions before. This viral infection and their usage of the Everfree Forest as a base confirms it."

"You didn't tell me."

"If I was wrong, I didn't want to make you even more fearful. You were having enough trouble without knowing there was something even more dangerous waiting for you."

"And do you plan to tell me now?"

"…no."

At Celestia's flat refusal, Twilight glared up at her. "That makes perfect sense! This enemy that's been trying to kill me, it's not as though I should know who it is!"

"Twilight, you do not understand what you ask," Celestia said. Her voice was shaky, her eyes clouded. Before Twilight could respond, the lab doors slid open. A golden-armored guard pony entered and bowed low.

"Your Grace, Lieutenant Valiant Spirit reporting. We have scoured the building, but it seems the enemy has fully withdrawn. The attackers injured many of our ponies, but we have suffered no casualties." Valiant Spirit didn't see Twilight's face twitch as he brought up the injured guards. "Though we found none of the enemy remaining behind, we did find this in the teleporter room." Valiant Spirit's horn glowed as he floated a small computer chip over to Celestia. She took it in her own magic and slotted it into the computer behind her. Her playback monitor displayed only static, but a clear audio message began playing.

"This is a message for the unicorn known as Twilight Sparkle." The voice of a mare played from the speakers. Twilight came up beside Celestia.

"We are the elite warriors of the Master," a second mare said.

"We are the Shadow Hunters," a third voice said. "And we issue a challenge."

"You have been a pest in our Master's plans, and you will now answer to us for your actions." The first mare was speaking again now. "You do not yet realize that your efforts to stop our Master have been in vain, but she still demands punishment for you. We will await you at the following coordinates. Meet us there, alone, and face up to your crimes. Or, remain cowering behind Celestia's flank. And let the citizens of Ponyville suffer in your place."

The audio ended, and the still image of a map of Equestria appeared on the screen, a single point marked.

"Ghastly Gorge," Twilight read.

"That's not far from Ponyville," Spike said.

"Your Grace, I can have a team of guards mobilized within minutes," Valiant Spirit said. Twilight lowered her head and stared. The finely polished white floor of the lab displayed her own slightly distorted reflection. Twilight looked over herself, first the reflection, then her body. She had bruises, scrapes, and small cuts all over her body. Sweat, dirt, and in a few places, dried blood, matted her fur. Not to mention the patch on her hoof Sunset Shimmer had burnt black. She was tired, she was sore, she was dirty.

And when Twilight looked back at her reflection and saw the eyes looking up at her, she knew she wasn't done.

Twilight turned around to face Valiant Spirit. "If I don't show up, or show up with help, you heard what they'll do. They still have a lot of ponies from Ponyville under their control. It's not an idle threat." She looked back at Celestia. "I have to go."

"Your Grace?" Valiant Spirit looked at Celestia questioningly. The Princess didn't turn, her eyes closed and her head low. Twilight reached out a hoof and brushed it against Celestia's own.

"Princess?"

"Do not say it." Celestia didn't move, her voice a whisper. "Do not ask me to choose between you and Ponyville. I cannot give that order." Twilight pulled her hoof back and let out a long sigh.

"You know I have to. I've got weapons now, and I've had to fight a lot out there. I can take them," Twilight said.

"Can you?" Celestia opened her eyes and looked at her. "You heard what they said. The elite warriors of the Master. Above all others, the chosen three to serve at her side."

"I can take them," Twilight repeated. "And if I don't try, Ponyville suffers. You know I don't have a real choice in this."

"Yes, I do. But I do not have to approve of it," Celestia said. She looked around the lab and pulled open a hatch on one of the support columns in her desk. Several healing salves and some other items she didn't recognize floated out and piled themselves at Twilight's feet. "Healing salves, energy capsules, homing beacons. Take them, you will need them."

"Thank you. Twilight lifted the items in her magic, sorting them apart. Three hatches slid open in her saddle with a click and the supplies slotted into them. The steel slid shut again.

"If you are in danger and cannot handle it alone, please, retreat, contact me, ask for aid," Celestia said. "I cannot risk you, even for Ponyville. I must ask you allow me selfishness in this."

"I'll be fine, Princess."

"_Listen_ to me." Celestia's eyes bore into her own. "This is a royal order, Twilight. If you find yourself overwhelmed or believe you cannot continue on, _please_, retreat, find shelter. Those homing beacons have a range of dozens of miles, even with this interference we should be able to track them. Do not do something rash. If something were to happen to you, we are lost. _I_ am lost."

Twilight fought back a tear at her mentor's words and came closer. She raised up on her hind hooves and embraced her again. Celestia returned it, her mane falling over the both of them.

"Don't worry, Celestia. I'll defeat them and come back to help you with your aides. I promise. I'll come back."

"Don't forget Princess, Twi's got me looking out for her!" Spike said. Twilight pulled back from Celestia and gave Spike a look.

"Twi?"

"Yeah, it came to me. What, you don't like it?"

"I didn't say that." Twilight smiled. Celestia chuckled slightly.

"When you two get back, I'll explain everything, I promise. An explanation is the least you deserve for all you have done and wish to do now, but for now it is not prudent to waste your time with a story as long as mine. But, please believe me, Twilight. I hide nothing from you that could endanger you."

"I do believe you, Princess." Twilight turned her head to look at Spike. "Ready Spike?"

"Ready, Twilight." Twilight looked past Spike at Valiant Spirit.

"Do you know how to use the teleporters?" She asked. Valiant Spirit nodded. "Good. Let's go." The two left the room, Celestia watching as the lab doors slid shut behind them. Once they were gone, she turned to her console and called up a room. The speaker crackled to life.

_"Engineering, Data Byte here,"_ a female voice answered.

"Data Byte, this is Celestia. Will the project I commissioned earlier be ready by tonight?" Celestia heard Data Byte grumble under her breath before replying.

_"Princess, it is an honor to receive a personal request from you, of course. But the best we can do is tomorrow morning. We're working as hard as we can, I have my two best engineers on it along with myself."_

"Then assign more to get it done sooner."

_"Assign more? But, Princess, we have city projects, headquarters maintenance, not to mention repairs in the aftermath of this attack we just had!"_

"Data Byte, aside from repairing our headquarters, reassign all present engineers to my project."

_"But-"_

"And inform them that they will have tomorrow off with triple pay if they can get it done by tonight."

Data Byte sputtered. _"T-Triple... yes ma'am, Princess! We'll have it done within an hour if Her Grace needs it so greatly!"_

"She does. And thank you." Celestia closed the channel and looked up at her console, blueprints and data feeds flashing on the screen.

"She needs it _very_ greatly."


	8. The Muffin Mare

Mega Mare

Chapter 8 – The Muffin Mare

The teleportation effects faded, and Twilight opened her eyes. Before her hooves stretched the deep chasm known as Ghastly Gorge. Sheer cliffs of grey stone led down to a dark abyss, and Twilight could barely see the faint shimmer of water in the darkness. Lining the canyon on the surface was barren ground that faded into grass and trees.

"Scanning the area and generating a map," Spike said. Twilight waited as the holographic visual filled itself in; the red dot representing the coordinates the Shadow Hunters were at was already present. With Canterlot's teleporters unable to pierce the signal disruption caused by the Master's corrupted servants, the system had set them down on the opposite end of the gorge from their target. Twilight's only concern now was if the Shadow Hunter were actually in the gorge itself. She didn't care to look for a path down there. For now she focused on the other data Spike had generated.

Centuries ago, Ghastly Gorge had been as its name implied, two cliffs rising over a muddy stream, and centuries before that it was a rushing river that drained the nearby marsh and swamp system into the sea. But rock slide during a storm had diverted the river, and the former riverbed eroded into the gorge, then into the canyon before her now. Geologists considered it a natural wonder, and the gorge was a common outing for scientists and researchers due to how far the ground had eroded, revealing ancient layers of sediment.

Twilight started walking down the length of the gorge, her eyes watching the trees. "Any sort of hazards around the area to watch for?"

"Besides the two thousand, four-hundred and twenty-six hoof fall?" Spike replied. Twilight's display scrolled to the part of the data feed that mentioned the gorge's depths across its length, the four-digit average depth highlighted. She dismissed the feed before she could read any of the other statistics.

"Yes, besides that. And please keep that to yourself next time."

"Well, I would guess we could expect some crazed ponies, but I'm not scanning any in the area. Monsters called quarray eels inhabited the gorge centuries ago, but they've gone extinct. Other than that, not sure." Spike's report didn't put Twilight at ease as much as she had hoped. If she got attacked out here, it was too possible that one of the crazed ponies could go over the gorge, or that she could suffer the same fate.

_"No good worrying about it until it happens; not much we can do but keep the fight away from the edge."_ Twilight continued on her way but was sure to put more distance between the gorge and her hooves as she could, until she was almost walking along the trees. She kept her eyes on the treeline as she walked, but nopony else was around. The only sounds were wildlife moving in the trees and the fainter sound of whistling wind from the gorge. The sun was high in the sky, and of all the most ridiculous observations Twilight could have made, it was a nice day. Compared to what she had spent her morning doing, for a moment her journey had taken on a pleasant turn.

"Got a reading on something up ahead… not something I recognize either," Spike said. Twilight frowned. She had jinxed it again.

"Something we've never met before, or something you just don't know about?"

"I have zoological files on approximately 94.3% of all know species of animal in Equestria." Spike sounded indignant. "I meant, something we haven't seen yet. I can't get a clear scan of what though. But it's directly ahead of us and is coming closer as we walk."

Twilight looked ahead. She didn't see anything, the forest was quiet and peaceful, and the rocky terrain beyond the treeline contained just a few small rocks and a couple larger formations, but nothing large enough for anypony to hide behind.

"Are you sure? I don't see anything," Twilight said.

"Good point, I guess you the unicorn have better perception than the advanced AI system that's currently sensing every biological lifeform in a fifty-hoof radius."

"Then where is it, Mister Smart AI?"

"Right ahead, like I said."

Twilight looked again. Spike had a point, his scanners had never lead her wrong, but there was nothing there. She had a terrifying though; could the Shadow Hunters somehow have invisibility powers? She knew there were spells for it, though they were highly advanced. But if they were strong enough to trump Celestia's powers, then maybe…

A low rumbling on the ground interrupted Twilight's thoughts. She looked down at her hooves to see small pebbles shaking, then back up. To her surprise, several of the rocks poking up from the ground, along with part of the ground itself, moved. The profile of a long, flat creature appeared, the terrain split apart where it had shifted itself then settled back down. Save for the cracks in the earth, it once again blended in perfectly.

"That explains it. It's a cragadile," Spike said.

"And that would be…"

"Reptilian lifeforms, they usually lurk in caves but some make their homes on barren and rocky areas in the open. They build nests of rock and dirt and sleep in them for days straight as hatchlings, and they grow into and merge with the nest as they mature. The result, they have a hide covered in stony armor."

"Are they hostile?" Twilight slowly crept closer to the broken sections of ground she now knew as the cragadile.

"Well, no, but they're not exactly friendly either. They're known to devour ponies but they don't move that fast, so they mostly prefer to eat whatever wanders by close enough to snap up quickly. Just don't provoke it or get too close and we'll be fine."

Twilight carefully edged around the disturbed ground. Closer up she could make out the cragadile's profile better, it wasn't a perfect match for the ground, but somepony not watching for it could easily end up walking over its back. It had its back to her initially, and as she came around the front she saw its eyes open and turn to watch her, beady and yellow. Twilight backed away from it slowly, watching it watch her. The cragadile wasn't moving from its resting spot, but it was still holding its gaze on her and Twilight was on edge for it.

_"Hang on Twi, I missed the-"_

Twilight heard a growl and took another step back before she registered it or Spike's words. The growl grew louder, and Twilight looked behind her. The ground had fallen away to reveal a long set of jaws in front of another pair of beady yellow eyes.

A set of jaws her rear-most hoof was resting on the end of.

Twilight gulped as she realized what she had just done. _"It has a friend."_

_"Yup."_

_"And I just stepped on its nose."_

_"Yup."_

The cragadile's jaw opened in a mighty roar, pitching Twilight forward with her hoof in the air. She fell back to all fours and ran away as fast as she could. Fortunately Spike's report had been correct, the cragadile was lumbering after her but not very quickly. The first cragadile had responded to its neighbor's rage by pulling himself from its spot and joining in attacking the lavender unicorn that had disturbed them. Soon Twilight found herself backing away from two advancing enemies.

"Any tips to deal with them?"

"Yeah; heavy artillery. Their backs are heavily armored with years of stone."

Twilight looked down at her Multitool. The plates slid up, aside, and overlaid to form the barrel of the Pinkie Cannon, humming as it powered up. She swung her hoof up at the first cragadile and fired. The pink energy orb arced through the air and hit on the beast's back. The stone shards emerging from the cragadile's back shattered, the explosion blasting them apart. The beast roared and shuddered, smaller pieces of rock falling from its back as it moved. Twilight fired again, and the cragadile's stone-covered back cracked apart, a large slab sliding to the ground. Broken shards of rock were all that remained clinging to its skin. The beast took several steps back and collapsed on its stomach with a groan, its head hitting the ground.

The first cragadile was more cautious now and backing away. Twilight levelled her Multitool at it and thrust it forward. The cragadile growled and snapped its jaws, but kept edging back.

"Spike, how's the other one?"

"He'll have a killer headache for a few hours, but he's fine."

"Good, we're out of here then. Make sure we don't backpedal on a third somewhere behind me."

"Will do."

Keeping the Pinkie Cannon pointed forward, Twilight slowly edged around the two cragadiles. The one she had attacked was still, but she saw an eye slide open to watch her as she passed. The first also kept its eyes on her, but didn't advance. Twilight kept facing them until she was around the other side and several hooves away, then lowered her cannon and turned to gallop. A glance behind her confirmed the cragadiles weren't following her, and she slowed down again.

The journey further along the gorge had Twilight on edge. Spike confirmed that the terrain of the region and their natural armor disrupted his scans, so he hadn't picked up the second cragadile until Twilight was almost on top of it. Now she kept her eyes trained on every outcropping of rock to see the threats for herself, in addition to keeping on alert for the Shadow Hunters. A few more cragadiles emerged from the landscape, but Twilight kept her distance and they didn't bother her. One jumped up and snapped at her once she had passed it, but she was able to run away from it easily.

Looming ahead was the end of the gorge now, and Twilight trotted to reach it faster. Ghastly Gorge merged with a small mountain range at its northern end, where the river that ran through it connected to a nearby mash system. Twilight called up her map. These were the precise coordinates the Shadow Hunters had indicated.

"So, we're here. Where are they?" Twilight stepped out to look over the cliff. A long, narrow bridge of stone extended over this end of the canyon, pillars of rock stretching from below to support the bridge. As far as she could tell the gorge had once ended at the bridge, then the rocks had fallen away behind it leaving the path standing. The wind whistled past this close to the end of the canyon, creating a strong gust over the bridge. Twilight cautiously looked down. The canyon tapered off below, but it was still certainly a long, fatal fall. The path over it was a few hooves wide, enough for a few ponies to march side-by-side, but it would be an uncomfortable trip.

"I'm scanning something coming in from the east," Spike reported. Twilight turned her head, and assumed a fighting stance. A streak of grey was flying towards her, not nearly as fast as Rainbow Dash, but it was coming. She waited and looked at her hoof. The Pinkie Cannon was still active, the cannon barrel humming into the ground. "Um… this trajectory… hang on…" Spike's confusion made her hesitate, and Twilight watched as the incoming pegasus flew over her head.

"Wh-whoa!" The pegasus cried out and clumsily turned in the air, her hooves running on empty air as she circled back around. She flew into the rock bridge, catching her hooves on it while the rest of her body kept going. The result was the pegasus face-planting on the hard stone, her hind hooves still weakly kicking at the air for a moment before going limp.

"Uh, is that her?" Twilight whispered to Spike, giving the pegasus an odd look as she lifted her head and shook it vigorously. She had a long blonde mane and tail, steel covered her flank, only the tail emerging. Her right hoof was a Multitool, and the left half of her face was cybernetic, a bionic yellow-orange eye peering out over the canyon. At least, Twilight thought it was, the eye was rolling around in its socket, coming to rest in a slightly cross-eyed position.

"Hang on a sec," the pegasus called to her, standing up and stumbling slightly. She looked at Twilight, revealing a normal eye on the right side of her face. With an irritated grunt she raised her hoof and banged it on the metal half of her face, three metallic clangs ringing in the air. The bionic eye began to focus, whirs and clicks coming from it as the iris widened and shrank. She blinked rapidly and the eye finally fixed in place to stare forward. The pegasus smiled. "Hi there!"

"Um, hi," Twilight replied. She peered at the grey pegasus, confused. "Can I help you?"

The pegasus raised a hoof to scratch the natural side of her head. "I dunno. I don't think I need help. I'm Derpy."

"I can see that." Twilight muttered under her breath. Speaking louder now, she took a step towards Derpy. "Um, well, what are you doing here?"

"I'm here to meet somepony!" Derpy said brightly. "You wouldn't happen to know who Twilight Sparkle is, do you?" Twilight's eyes widened.

_"No…"_ She whispered in her head. _"She can't be."_

_"She can. I'm scanning a massive amount of system corruption,"_ Spike replied. He shared Twilight's disbelief, and Twilight let out an audible groan, her head slumping down.

Derpy cocked her head. "You okay there? Have you seen her?"

_"Is it weird I kinda want to tell her the truth?"_ Twilight thought to herself more than Spike. She looked up. "No. But, uh, she might be around here somewhere."

"Well I've got time, I'll let them know I'm here." An antenna extended from behind Derpy's metal ear, and she raised her Multitool to her mouth, a metal plate on the hoof sliding down to reveal a small microphone. "GPT, this is Derpy, come in GPT."

_"So, this is going to seem like a stupid question, but… what now?"_ Twilight asked Spike. The hologram shrugged.

_"Make the first move and be gentle?"_ Twilight turned her attention back to Derpy.

"Yup, right on time, in position. No sign of Twilight Sparkle yet, nopony else here except a unicorn, and she hasn't seen her either… huh?" Derpy turned her head back to Twilight and leaned around to look at her from an angle. "Yeah… yeah…" Suddenly, her expression changed, and Twilight gulped. Derpy's bionic eye drooped down, and both eyelids narrowed into a glare a moment later. "Oh," Derpy said coldly. "My bad." She dropped down to all four as the antenna retracted into her head and her Multitool began to transforms, vents opening on the sides and the bottom widening.

Twilight laughed nervously. "Well, uh, did the report go well?"

"Yup," Derpy replied, her wings flaring. Her eyes flashed a familiar red.

"Ponyfeathers."

Derpy took off flying towards Twilight, and she ducked down to let the pegasus go over her head. Above her, Derpy flew straight up, and tucked in her wings and hooves. She dropped like a stone, her flank slamming into the cliff below. The impact sent cracks running along the ground, a deep rumbling echoing in the air. As Twilight watched, the cliff and part of the bridge fell away, the path crumbling into the abyss below.

"The other side!" Twilight spun and broke into a gallop, but she saw the grey streak shoot past her faster than her hooves could carry her. Derpy slammed her flank down on the opposite cliff and it collapsed as well, leaving Twilight stranded on the rock bridge. Twilight looked over the edges of the bridge and began to panic. Derpy floated down in front of her, hovering in the air.

"Okay, so now that we've got the introductions outta the way." Derpy crossed her front hooves. "We need to have a talk about where we go from here."

"Um, well, usually this is the part where I fight somepony," Twilight said, confused.

"Sure, we could do that. Or, we can discuss some alternatives," Derpy said. "The Master has told us a lot about you. You look like just any other unicorn, but there's something special about you, isn't there?"

"Me?" Twilight shook her head. "I'm just trying to do what anypony would do when ponies are in trouble."

"Nah, there's definitely something different with you. With nothing more than a Multitool and some healing gel, you beat up a lot of our robots, knocked out a lot of our berserk ponies, and rescued all five of Celestia's aides, after beating them each in a straight-up fight." Derpy counted off Twilight's deeds and put her hooves on her hips, staring at the unicorn expectantly.

"I guess I'm just resourceful," Twilight offered.

"No, that's not it. Or maybe it is, I dunno. Point is, somepony like you could come in handy." Derpy floated closer. "The Master is the rightful ruler of Equestria. Once Celestia the Usurper falls, our Master will bring forth a new era of pony unity. You can't stop her, you've only faced her through a proxy, in her true form the Master is invincible. But, she is not without mercy. You seem to care about the Usurper's aides, and the Master has considered-"

"I know where you're going with this," Twilight said. Derpy made a face at being interrupted. "Forget it. I've seen what your Master does to ponies, and how she plans to conquer Equestria. Whatever she's done to your mind has blinded you to that. But I'm going to free you from her, and the other Shadow Hunters too."

Derpy rolled her eyes. Or rather, she rolled her biological eye; her cybernetic eye just wiggled in place a little.

"Oh well! Was worth a shot."

Derpy raised her Multitool over her head and swung it down to point it at Twilight. Twilight saw wisps of air be drawn into the vents on the side, and with a growing hum, the Multitool fired. Twilight ran away, ready to avoid the attack. To her surprise though, the Multitool shot out a puffy grey cloud, which slowly floated down to rest beside the path. Derpy swung her hoof to the side and fired again, then again, then again. As Twilight watched, a row of clouds lined up along the stone path, a few stray ones floating over her head.

"Uh, this is new…" she looked around at them, turning in place. Derpy raised her Multitool to her face and blew a wisp of cloud matter away from the end.

"Thanks for letting me get ready before we do this."

Twilight's eyes widened slightly. "Get ready?"

Derpy smiled, then tucked in her wings. She dove and put out all four hooves, her wings retracting. She landed on the closest cloud, slamming her hooves into it. The cloud's dark grey rolls grew darker, and flashed yellow. A blast of lightning shot out of the side towards Twilight, and she yelped and ducked to the ground. The bolt shot over her head, the air crackling, and another cloud absorbed it.

"Uh-oh."

Derpy made a face and hopped again, another lightning bolt firing from the cloud. Twilight rolled to avoid it and raised the Pinkie Cannon. The pink energy orb fired, and Derpy drew her hooves up and dropped through the cloud. The Pinkie Cannon shot through it and sailed through the air, a distant explosion coming from the gorge below. Derpy flew up on the other side of the stone path and hopped on another cloud. Twilight ran out of the way of the lightning and fired again, but Derpy moved too fast to hit.

As Derpy landed on the next cloud and Twilight kept running, her hoof extended and shifted, and she turned to fire the Apple Whip. Derpy flapped her wings and was airborne again, the whip shooting to its full length and falling down. Twilight pulled her hoof back to hasten the chain retracting and thought.

_"Same problem as Rainbow Dash; pegasi are're too maneuverable in open quarters. Rare Shield wouldn't do any good against lightning, would it?"_

_"Unlikely, luminance gems only absorb magic, not electricity. And a shock of that power could potentially short out the Multitool components in the gems,"_ Spike replied. Derpy stomped another cloud and Twilight skidded to a halt as a bolt of lightning shot in front of her.

_"Flutter Stare would probably work, but if she's flying around like this and gets paralyzed…"_Twilight glanced down at the gorge stretching below her as she ran. Even if Derpy was a Shadow Hunter, her eyes had the same red light as Celestia's aides. If she was the Master's controlled servant, Twilight couldn't let her drop to her doom helpless.

With only one option left, Twilight gave the mental command. Her hoof opened up three vents on its sides, the bottom retracted to reveal a grating and a propeller formed behind it. Derpy was close behind her, eyes closed as she bounced from cloud to cloud, her hooves generating more lightning blasts with each hop. Twilight jumped to avoid a particularly low-aimed blast and turned in the air, landing on her back. Pointing her hoof down, her Multitool whirred to life and fired the Rainbow Tornado.

A long, cylindrical blast of air emerged from Twilight's hoof, a rumbling tempest aiming towards Derpy. The cyclone tore the three clouds in its path into puffs of vapor, and Derpy fell down as she tried to jump on one of them. She cried out in surprise and awkwardly flew back into the air. With a break in the attacks, Twilight rolled to her stomach and turned her head about, firing several magic blasts. Derpy took them in the chest and recoiled in the air. She dropped out of sight and Twilight's shots went past her and vanished in the distance.

"That wasn't very nice!" Twilight turned to her head to the other side of the path as Derpy flew up, glaring at her. She pulled her wings in, her momentum fading, and fired her hoof down to create a storm cloud over Twilight's head. She descended, hooves pointed, and Twilight ran as a crackle of thunder split the air and lightning struck the path where she had been a moment before. Derpy's cloud began to follow her, Derpy raising her Multitool and slamming it down. The cloud rumbled and flashed several times, and Twilight turned and fled. Several lightning blasts shot from the cloud, Twilight looking over her shoulder and rolling to avoid one. The gorge below met her gaze when she stopped and she scrambled to her hooves.

Derpy raised her front hooves in the air, and Twilight spun and fired the Rainbow Tornado before she could bring them down. The tempest sliced through the storm cloud, and Derpy dropped to the stone path with a grunt, her cybernetic eye rolling. Twilight ran towards her and fired as many energy bolts as she could at Derpy's side. Derpy pushed out with her hooves and rolled off the path, flying through the air. Twilight stood on her hind hooves with her Multitool charged, looking around for Derpy.

She saw movement and turned to see Derpy flying sideways through the air with her front two hooves held out. Derpy fly into a storm cloud and pushed it forward, lightning sparking out of it. Twilight fired the Rainbow Tornado and Derpy flew up out of the way. The tornado ripped the storm cloud apart, electricity fizzling out in the air. Above, Derpy tucked her hooves in and dropped. Another part of the stone bridge cracked apart and collapsed into the gorge, and Twilight suddenly found her lone safety platform much shorter.

"You can't win this!" Derpy yelled, shooting another storm cloud from her Multitool and delivering it a diving kick. Twilight jumped away as the cloud hit the stone path and burst into a crackle of electricity.

"You don't really want to hurt me!" Twilight called out.

"Wanna bet?" Derpy replied, shooting out several storm clouds to float over her head. Twilight zigzagged along the path as the pegasus bounced along them overhead, lightning raining down around her.

"Yeah! Deep down I think you want me to free you, because if you just wanted me dead, you could destroy this platform like you just did and let me fall!"

Derpy's bouncing stopped and she hovered in the air, bionic eye swirling about with a whir of machinery as she stared forward. Twilight looked up at her, and Derpy's face lit up in a wide grin.

"Great idea!"

Twilight's jaw dropped.

_"What the hay were you thinking!?"_ Spike raged in her head. _"If I had real limbs I'd shake you!"_

Derpy dropped down from the sky, her steel flank hitting the platform. Another section of the stone bridge shattered, the support column for the smaller section that had broken away falling back and crumbling when it hit the cliff. Twilight thought quickly and fired the Rainbow Tornado. The dust blew Derpy back and Twilight got a few shots in, but Derpy recovered quickly and fired several more storm clouds. The air was full of the grey puffs of vapor now, and Twilight found herself looking between them trying to track Derpy with her vision limited. Another impact alerted her to another section of the platform being destroyed.

_"Well, we're about to die. Any more bright ideas?"_ Spike asked.

"Yes!" Twilight snapped, her hoof humming loudly.

_"Oh goodie."_

Ignoring him, Twilight sent a command to her saddle. A hatch clicked open and she seized one of Celestia's energy pellets in her magic grip, and moved it to a slot in the side of her saddle. The capsule clicked into place and lit up a bright yellow.

"When I get low on power, use it!" she ordered. Twilight fired the Rainbow Tornado, dispersing one part of the storm clouds surrounding her. There was the sound of shattering stone again and she fired in response. The Rainbow Tornado tore through the air again and again, the storm clouds clearing. The path was still full of storm clouds on all sides, but Twilight got a fix on Derpy coming down again. She ran forward, her hoof clicking apart and elongating. A mental warning from her saddle came that her Multitool's generator was almost drained. The energy capsule on her saddle went dark as Spike drained its energy, and her hoof recharged.

"Derpy!" Twilight held out her hoof as Derpy stopped and stared at her, surprised to see her. Twilight fired her Multitool and the claw of the Apple Whip shot out, the chain clinking in the air. Derpy reacted too slowly this time and the claw clamped down on her Multitool, pulling her down towards Twilight. Twilight snapped the claw over her head and Derpy came down on the platform behind her, bouncing. Twilight dropped to all floors and her saddle hummed, the lights on it glowing brighter. The Flutter Stare flashed and Derpy collapsed to her stomach, groaning. Twilight reached her and pointed her horn at Derpy's chest, glowing brightly with violet magic.

"Yield." Twilight was panting, her eyes wide. Derpy looked up at her and scowled.

"Not likely!" Derpy's hoof swung up against Twilight's saddle, and Twilight dropped down to avoid a cloud shooting into her side. Derpy growled and rolled, flinging her through the air. Twilight held out her hoof as she went flying from the platform and fired the Apple Whip again. The claw bit into the stone and Twilight swung, the chain going taut. She flew under the rock bridge to the other side and up into the air. She looked down and had a flash of insight.

"Time for one more bright idea!" The Apple Whip loosed and retracted, and Twilight fell as the chain coiled back up her hoof. Her horn lit up in a magic aura as she dropped, Derpy staring at her in confusion. Bracing herself, Twilight looked down and felt the spell take effect.

Twilight's descent halted, her body bouncing slightly. Adrenaline pumped through her body as she realized her gambit worked, and looked down at Derpy. The pegasus was staring up at her with wide eyes as Twilight perched proudly on one of her storm clouds.

"But… you're not… how!?"

Twilight smirked in triumph.

"Cloud-walking spell."

Derpy's face twisted in recognition, and she yelled angrily, wings flapping furiously. Twilight jumped down to the path to avoid her charge, shooting magic blasts up in the air. Derpy came back down to tackle her and Twilight leapt on to another cloud, shooting at Derpy as she passed by. Derpy circled up in the air to come back, and Twilight raised her Multitool and fired the Rainbow Tornado. Derpy's flight path shook and wobbled, and several magic blasts crackled against her underside before she stabilized and swooped lower to avoid the attacks. As Twilight tried to pin her down, Derpy flew through several of the clouds she had created, dispersing them and sending blasts of lightning through the air. Twilight jumped between stone and cloud and cloud again as the bolts almost hit her a few times. Her coat was standing on end from the electricity in the air.

"Now the trick is ending this fight before we run out of clouds." Twilight shot a stream of bolts as Derpy flew past her overhead, her coat lighting up violet as they narrowly missed her. An idea came to her and looked down at the now quite small stone platform weaving under the clouds. "Spike, analyze her flight patterns, get me trajectories and follow them as she moves."

_"Why?"_

"Trust me."

Twilight's display appeared, a red dot circling around her. A ghostly red arrow emerged in front of the dot, turning to point in new directions as Derpy turned to swoop through the air. Twilight waited until it straightened into the correct path, and sent the mental command to her saddle.

The lights of the Flutter Stare flashed, and Derpy dropped, her wings going slack. She crashed into a storm cloud, a blast of lightning shooting up her limbs on impact, and bounced off it to land on the stone platform. From her perch up above, Twilight fired down as many energy blasts as she could, bombarding Derpy's flank.

_"Hold up!"_

Twilight stopped as Spike cut in and watched. Slowly, Derpy climbed to her hooves, staggering back and forth. Her face twisted in a dazed expression, bionic eye rolling around the edge of its socket.

"Derpy?" Twilight jumped down to examine her. "You okay?"

Derpy's bionic eye drooped down as her biological eye focused on Twilight. She giggled slightly, then frowned.

"…I just don't know what went wrong…"

Derpy's eyes closed and her hooves collapsed under her, spraying out as she fell on her stomach. The sound of her steel flank hitting the stone echoed out into the air, and she was still.

"We did it, I think…" Spike sounded just as perplexed by the battle as Twilight was.

"Yeah. That was… something." Twilight looked over Derpy to confirm the pegasus was unconscious. "Anything of use in her databanks?"

"Let's have a look and find out."

Twilight's saddle clicked and hummed as Spike worked, Twilight looking herself over while she did. Although she didn't want to think about what Derpy's lightning blasts could have done to her if she had been hit, she had been able to avoid them easily enough. The electricity shooting around her had frazzled her mane and coat, but she wasn't seriously harmed.

"This will be useful," Spike said. Twilight looked down at her Multitool, still in the form of the Rainbow Tornado. The weapon elongated slightly and the vent on the end slid apart and folded up into the main construct. A small prong emerged on one side of the hoof and slid forward. "Go ahead, try it out." Twilight lifted her hoof and aimed, then fired. A fluffy white cloud emerged from her hoof and floated in the air a few hooves in front of her.

"The cloud Multitool isn't all that different from Rainbow Dash's tornado version in terms of structure, its just the minor details," Spike explained. "Instead of vacuuming in wind on the sides and jetting it out at an accelerated rate with focused intensity, we saturate it with water vapor and supercool it to create clouds."

"Great. What about the lightning?" Twilight asked.

"Well, pegasi rely on their innate magic to avoid shocking themselves most of the time. We don't have that of course, so I configured it to send the clouds out with a smaller charge, not enough to produce lightning yet. The prong on the side of your hoof will jolt them up over the threshold and shoot the lightning in the opposite direction where you made contact. Your hoof is already insulated, so any risk of the current coming back to shock you is minimal."

Twilight looked at her Multitool and focused energy into the prong, seeing it start to spark slightly. She raised her hoof and slammed it into the cloud in front of her. The cloud turned grey and a bolt of lightning shot out the other side, going forward a few hooves before it fizzled out. Twilight grinned.

"A unicorn replicating pegasus magic with a consumer Multitool. Spike, you're a genius!"

"Oh, I don't know about that." Spike's hologram puffed out its chest. "I'm just doing what any hyper-intelligent assistant program would do."

"Well, you do it well. Now then." Twilight fired a cloud in front of her and walked across it, then fired another. Looking behind her, she lifted Derpy in her telekinetic grip and slung the pegasus over her saddle. Slowly she built herself a cloud bridge back to the gorge, and soon was jumping down to solid ground again. She let out a breath and knelt to slide Derpy to the ground.

"Spike, call up Celestia." Twilight sat and called up her display. It blinked and flashed, Celestia's face appearing in front of her.

"Twilight! Thank goodness you're safe." Celestia smiled. "Is it over then?"

"Sadly, no. It looks like only one of them was out here waiting for us, a pegasus named Derpy. We were able to subdue her. I can confirm as well that the Shadow Hunters, even if they are the Master's best servants, are not willingly following her."

"Understood, and good to hear. I'll bring Derpy back to Canterlot and hopefully we can restore her."

Derpy vanished behind Twilight as she continued. "I'm not sure where the other two Shadow Hunters are, but they're likely not far if they called me out here. I was thinking Spike and I could investigate the area."

"Are you sure? Twilight, I know you want to stop them from hurting their captives, but there are other matters I could use your help with." Celestia gave her student a worried look.

"You said we need those program fragments your aides were working on, right? Do you have them yet?"

"Sadly no, the massive amounts of system corruption have delayed my efforts to interface with them and retrieve the data. It's going to take time."

"Then there's nothing we can do to fight the Master until we have them, so I might as well try to stop his servants in the meantime. Right?" Twilight looked at her mentor expectantly, and Celestia reluctantly nodded.

"I suppose so. I shall contact you the moment we've extracted the five fragments successfully, at that time please return to Canterlot. Until then, be careful."

"I will, Princess. Thank you." Celestia's hologram vanished, and Twilight looked back at Spike. "Any clues on where to find the next Shadow Hunter?"

"Well, I'm scanning the area, and look at this." Spike brought up Twilight's map, zoomed out to a larger view of the gorge and surrounding environs. A large glowing cloud of light was around the area north of their location. "I'm detecting a massive amount of signal interference from the north around Froggy Bottom Bog. Judging from how strong it is, there's a severely corrupted pony there."

"Sounds like a plan to me." Twilight closed her display and turned to the end of Ghastly Gorge where the gorge bottom began to curve up and the river flowed down from the marshlands not far away. Her Multitool reconfigured back to its default setting, and she set off, the steel clanking against the stone. She only got a few steps because she heard a loud rumbling.

Twilight turned to look over the gorge and saw what was left of the stone platform she had fought Derpy on collapse. The pillars holding it up crumbled and the entire construct fell into the gorge, the sounds of rock hitting rock echoing up. Twilight gulped.

"And if we find one of them, let's make sure we fight on solid ground," Spike suggested.

"Agreed."

* * *

"Your Grace."

Celestia turned as the doors to her lab slid open and Valiant Spirit entered. He looked spooked, his eyes wide and nervous.

"What is amiss, Lieutenant?"

"We received a transmission from a pegasus guard, Private Regal Tempest, part of the force dispatched to the Everfree with Captain Gilded Stalwart. Private Tempest's report indicates that something befell their group, and he was the only one able to escape to Ponyville." Valiant Spirit hesitated before continuing. "We attempted to lock onto him and teleport him to safety, but it seems the distortion that was jamming our signals this morning has returned to the town. His transmission was lost."

"I see… thank you, Lieutenant."

"Do you have any further orders regarding the town, Your Grace?"

Celestia thought. "Issue a civilian warning to avoid Ponyville at all costs, and cease all transportation and teleportation to the town. Contact Rainbow Falls and tell them to send a weather team to us immediately, send them with an escort to move storm clouds over the town. The official story is that unexpected tornado activity has blown over the town and travel to Ponyville is not safe in such conditions."

"I will do as you ask, Your Grace, but surely there is more we can do?" Valiant Spirit looked at her pleadingly, and Celestia shook her head.

"No. This is a threat that I'm afraid even you most loyal and fierce ponies could not overcome. I thank you for your service, Lieutenant, but all you can do is what I have ordered now."

Valiant Spirit bowed and left the room. Celestia let out a long breath and looked at her console. A map of Equestria blinked to life, zooming in on the mountains south of Ponyville and showing a six-pointed purple star blinking at them.

"If she is moving out now, then there is only one hope to stop her. Please hurry, Twilight… we may not have much time…"

**LEVEL COMPLETE**

**WEAPON ACQUIRED – DERPY THUNDER**


End file.
